REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub, jointly and severally, represent and warrant to the Company that, except as set forth in Parent Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as disclosed in the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the Disclosure Schedule delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule"), which shall identify exceptions by specific Section references, Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and Merger Sub represent and warrant to the Stockholders that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub represents and warrants to the Company, as of the date hereof and as of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent and Merger Sub hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to the Company by Parent prior to entering into this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), Parent and Merger Sub each hereby represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. 26 3.1 Due Organization; No Subsidiaries 27 3.2 Organizational Documents 27 3.3 Authority; Binding Nature of Agreement 28 3.4 Vote Required 28 3.5 Non-Contravention; Consents 28 3.6 Capitalization 29 3.7 SEC Filings; Financial Statements 30 TABLE OF CONTENTS (continued) 3.8 Absence of Changes 32 3.9 No Competitive Products 32 3.10 Absence of Undisclosed Liabilities 32 3.11 Title to Assets 32 3.12 Real Property; Leasehold 32 3.13 Intellectual Property 33 3.14 Agreements, Contracts and Commitments 35 3.15 Compliance; Permits; Restrictions 36 3.16 Legal Proceedings; Orders 38 3.17 Tax Matters 38 3.18 Employee and Labor Matters; Benefit Plans 40 3.19 Environmental Matters 43 3.20 Transactions with Affiliates 44 3.21 Insurance 44 3.22 No Financial Advisors 44 3.23 Anti-Bribery 44 3.24 Valid Issuance 44 3.25 Opinion of Financial Advisor 44 3.26 Disclaimer of Other Representations or Warranties 44 SECTION 4. CERTAIN COVENANTS OF THE PARTIES 44 4.1 Operation of Parent’s Business 44 4.2 Operation of the Company’s Business 47 4.3 Access and Investigation 49 4.4 Parent Non-Solicitation 50 4.5 Company Non-Solicitation 51 4.6 Notification of Certain Matters 51 4.7 Potentially Transferable Assets 52 4.8 Termination of Employees of Parent 52 TABLE OF CONTENTS (continued) SECTION 5. ADDITIONAL AGREEMENTS OF THE PARTIES 52 5.1 Proxy Statement 52 5.2 Company Information Statement; Stockholder Written Consent 53 5.3 Parent Stockholders’ Meeting 55 5.4 Regulatory Approvals 57 5.5 Company Options and Company Warrants 58 5.6 Employee Benefits 60 5.7 Indemnification of Officers and Directors 60 5.8 Additional Agreements 62 5.9 Public Announcement 62 5.10 Listing 63 5.11 Tax Matters 63 5.12 Legends 63 5.13 Directors and Officers 63 5.14 Termination of Certain Agreements and Rights 64 5.15 Section 16 Matters 64 5.16 Cooperation 64 5.17 Allocation Certificates 64 5.18 Company Financial Statements 64 5.19 Takeover Statutes 65 5.20 Stockholder Litigation 65 SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH PARTY 65 6.1 No Restraints 65 6.2 Stockholder Approval 65 6.3 Listing 65 6.4 Government Approvals 65 6.5 Net Cash Determination 66 SECTION 7. ADDITIONAL CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB 66 7.1 Accuracy of Representations 66 7.2 Performance of Covenants 66 7.3 Documents 66 7.4 FIRPTA Certificate 66 7.5 No Company Material Adverse Effect 66 7.6 Termination of Investor Agreements 67 7.7 Accredited Investors 67 7.8 Company Stockholder Written Consent 67...
