of Parent. It is beneficial to each Debtor that the Loan is made. Guarantor has or will deliver a “Guaranty” of Parent’s obligations to Lender.
of Parent. The indemnification provisions of this Article VIII shall, from and after the Closing, be the sole and exclusive remedy of Parent Indemnified Parties for any breach of any provision of this Agreement or otherwise as against any Purchaser Indemnified Party arising out of the transactions contemplated hereby other than the future operations of Target and the Bank Parties which shall be the sole responsibility of Purchaser the Bank Parties, respectively, subject to the Larger Cap. In no event shall any Purchaser Indemnified Party be liable to Parent Indemnified Parties under this Article VIII except for Damages actually incurred by Parent Indemnified Parties; provided, however, that nothing herein shall (i) limit the non-monetary equitable remedies of any party hereto in respect of any breach of any covenant or other agreement of any party required to be performed after the Closing, or (ii) limit the rights of any Parent Indemnified Party to pursue remedies for breach of the indemnification provisions under this Article VIII.
of Parent. All issued and outstanding shares of the capital stock of Parent are, and when shares of Parent Common Stock and Parent Convertible Preferred Stock are issued in the Merger or upon exercise of stock options converted in the Merger pursuant to Section 1.9, such shares will be, duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights. There were outstanding as of March 31, 2002 no options, warrants or other rights to acquire capital stock from Parent other than (x) the Parent Rights and (y) options, restricted stock and other rights to acquire capital stock from Parent representing in the aggregate the right to purchase approximately 475,613,737 shares of Parent Common Stock (collectively, the "Parent Stock Options") under Parent's Stock and Incentive Plan, Parent's Performance-Contingent Share Award Program, Parent's 2001 Performance-Contingent Share Award Plan, Parent's Annual Retainer Unit Award Plan (for non-employee Directors), Parent's Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors and Parent's Restricted Stock Plan for Non-Employee Directors, the Company 1996 Stock Plan (collectively, the "Parent Stock Option Plans"). Section 3.1(b) of the Parent Disclosure Schedule sets forth a complete and correct list, as of March 31, 2002, of the number of shares of Parent Common Stock subject to Parent Stock Options or other rights to purchase or receive Parent Common Stock granted under the Parent Benefit Plans or otherwise, the dates of grant and the exercise prices thereof. No options or warrants or other rights to acquire capital stock from Parent have been issued or granted since March 31, 2002 to the date of this Agreement.
of Parent. All issued and outstanding shares of the capital stock of Parent are, and when shares of Parent Common Stock are issued in the Merger or in connection with stock options or restricted stock converted in the Merger pursuant to Section 1.8, such shares will be, duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights. When shares of Parent preferred stock are issued in the Merger in accordance with Section 1.7(d), such shares will be, duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights. There were outstanding as of November 24, 2000 no options, warrants or other rights to acquire capital stock from Parent other than options to acquire capital stock from Parent representing in the aggregate the right to purchase approximately 148,000,000 shares of Parent Common Stock (collectively, the "Parent Stock Options") under the PepsiCo, Inc. 1994 Long-Term Incentive Plan, the PepsiCo, Inc. 1987 Incentive Plan, the PepsiCo, Inc. 1995 Stock Option Incentive Plan, the PepsiCo, Inc. 1988 Director Stock Plan and the PepsiCo SharePower Stock Option Plan (collectively, the "Parent Stock Option Plans"). Except for options granted under the Parent Stock Option Plans, no options or warrants or other rights to acquire capital stock from Parent have been issued or granted since December 25, 1999 to the date of this Agreement.
of Parent. Parent hereby represents, warrants and covenants to Holder that:
of Parent. At least 30 days prior to the Closing Date, Parent shall deliver to the Company a list of names and addresses of those persons who were, in Parent's reasonable judgment, at the record date for the meeting of shareholders of the Company to approve the Merger, Affiliates of Parent. Parent shall provide the Company such information and documents as the Company shall reasonably request for purposes of reviewing such list. Parent shall use all reasonable efforts to deliver or cause to be delivered to Parent, prior to the Closing Date, from each of the Affiliates of Parent identified in the foregoing list, an Affiliate Letter in the form attached hereto as Exhibit 5.6(b).
of Parent. This Agreement represents a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).
of Parent. All issued and outstanding shares of the capital stock of Parent are, and any shares of Parent Common Stock which may be issued upon the exercise of options when issued will be, duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to preemptive rights. There were outstanding as of February 26, 1999 no options, warrants or other rights to acquire capital stock from Parent other than options representing in the aggregate the right to purchase 10,841,609 shares of Parent Common Stock under Parent's 1991 Stock Option Plan and 1996 Stock Option Plan (collectively, the "PARENT STOCK OPTION PLANS"). No options or warrants or other rights to acquire capital stock from Parent have been issued or granted since February 26, 1999 to the date of this Agreement.
of Parent. Except as disclosed in the applicable section of the disclosure letter delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Letter”) (it being understood that any information set forth in one section or subsection of the Parent Disclosure Letter shall be deemed to apply to and qualify the representation and warranty set forth in this Agreement to which it corresponds in number and, whether or not an explicit reference or cross-reference is made, each other representation and warranty set forth in this Article IV for which it is reasonably apparent on its face that such information is relevant to such other section), each of Parent, HoldCo, Avian Merger Sub, United Merger Sub and Blocker Merger Sub represents and warrants to the Company as set forth below:
of Parent. (i) Parent (A) has good and marketable title to all the properties and assets (1) reflected in the Parent Financial Statements as being owned by Parent or (2) acquired after the date thereof which are material to Parent’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens except Permitted Liens, and (B) is the lessee of all leasehold estates reflected in the Parent Financial Statements or acquired after the date thereof which are material to its business (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Parent’s Knowledge, the lessor.
