REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub hereby represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. As an inducement of the Company to enter into this Agreement, Buyer and the Merger Sub represent and warrant to the Company as follows, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Each of Buyer and Merger Sub hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. 37 4.1. Organization.........................................................................................38 4.2. Capitalization of Buyer..............................................................................38 4.3. Authorization........................................................................................38 4.4. SEC Reports; Financial Statements; Books and Records.................................................39 4.5. No Conflicts.........................................................................................40 4.6. Approvals............................................................................................40 4.7. Merger Consideration.................................................................................40 4.8. Brokers' and Finders' Fees...........................................................................40 4.9. Board Approval; No Stockholder Approval Required.....................................................40 ARTICLE 5. CONDUCT PRIOR TO THE EFFECTIVE TIME...................................................................40 5.1. Conduct of Business of the Company...................................................................40 5.2. No Solicitation......................................................................................42
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Except as disclosed in the Buyer Disclosure Schedule, Buyer and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub jointly and severally represent and warrant to the Company and the Stockholders’ Representative that as of the date hereof and as of the Closing:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub, jointly and severally, represent and warrant to the Company that the statements contained in this Article IV are true and correct.
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Except as otherwise indicated on the Schedules, each of Buyer and Merger Sub represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Section 4.1. Organization of Buyer and Merger Sub......................24 Section 4.2. Capitalization of Merger Sub..............................24
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB. Buyer and Merger Sub represent and warrant to the Company that the statements contained in this ARTICLE III are true, correct and complete as of the Effective Date.
