Sale of the Note. 1 1.1 The Note 1 1.2 The Issuance and Sale of the Note 1 1.3 Exemption from Registration; Stockholders’ Agreement 1 ARTICLE II. THE CLOSING 2 2.1 Deliveries at the Closing 2 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3 3.1 Organization; Good Standing; Qualification and Power 3 3.2 Authorization; Enforceability 3 3.3 Noncontravention 4 3.4 Compliance with Laws; Organizational Documents 4 3.5 Capitalization of the Company 5 3.6 Intellectual Property 5 3.7 Material Agreements 6 3.8 Brokers 7 3.9 Financial Statements 7 3.10 No Consent or Approval Required 7 3.11 Changes 8 3.12 Absence of Undisclosed Liabilities 9 3.13 Insurance 9 3.14 Title to Assets, Properties and Rights 9 3.15 Taxes 10 3.16 Litigation and Other Proceedings 10 3.17 Employee Matters 10 3.18 Environmental Matters 11 3.19 Disclosure 11
Appears in 2 contracts
Sources: Strategic Alliance Agreement (Athersys, Inc / New), Strategic Alliance Agreement (Athersys, Inc / New)