Acquiror. Acquiror represents and warrants to Contributor that the following matters are true as of the Contract Date and shall be true as of the Closing Date:
Acquiror. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in substantially the same manner as heretofore conducted; (ii) shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organizations and goodwill in all material respects, keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (iii) shall not propose or adopt any amendments to its Articles of Association or by-laws; (iv) shall not issue any shares of their capital stock, except upon exercise of rights or options issued pursuant to existing employee incentive or benefit plans, programs or arrangements and non-employee director plans (including, without limitation, shares issued in connection with stock grants or awards or the exercise of rights or options granted in the ordinary course of business consistent with past practice pursuant to such plans, programs or arrangements) or effect any stock split or otherwise change its capitalization as it existed on January 18, 1999 (except as contemplated herein); (v) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (vi) shall not, and shall not permit any of its Significant Subsidiaries to, grant, confer or award (A) any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or (B) any other awards under the Acquiror Stock Option -21- 26 Plans in each case under (A) and (B) for or at exercise or strike prices less than the fair market value of the Acquiror Common Shares; (vii) shall not, and shall not permit any of its Subsidiaries to, purchase or redeem any shares of its stock; (viii) shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in Article V hereof untrue or incorrect; (ix) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), or,...
Acquiror. Acquiror" shall have the meaning specified in the first paragraph of the Agreement.
Acquiror. The outstanding shares of capital stock of the Acquiror will not be exchanged, altered or affected in any manner as a result of the share exchange to be effected pursuant to the Plan and will remain outstanding as shares of the Acquiror.
Acquiror. If applicable, Acquiror represents and warrants to Contributor that the following matters are true as of the Contract Date and shall be true as of the Closing Date:
8.2.1. Acquiror has been at all times, and presently intends to continue to be, classified as a partnership or a publicly traded partnership taxable as a partnership for federal income tax purposes and not an association taxable as a corporation or a publicly traded partnership taxable as a corporation.
8.2.2. The execution and delivery of this Agreement by Acquiror the performance of this Agreement by Acquiror, has been duly authorized by Acquiror, and this Agreement is binding and enforceable against it in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
8.2.3. The LP Units, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable.
Acquiror. (i) As of the Agreement Effective Date, the authorized capital stock of Acquiror consists of: (A) 100,000,000 shares of Acquiror Common Stock of which, at June 18, 1996, 35,582,074 shares were issued and outstanding and 1,769,151 shares were held in treasury (including shares held in Acquiror's Benefits Protection Trust); and (B) 25,000,000 shares of Preferred Stock , $.01 par value, none of which are issued and outstanding.
(ii) As of the Agreement Effective Date, except for rights issued pursuant to the Shareholders Rights Agreement, dated as of July 7, 1992, between Acquiror and The First National Bank of Boston and options to acquire an aggregate of 4,066,487 shares of Acquiror Common Stock, there were no outstanding options, warrants, rights, puts, calls, commitments or other contracts, arrangements, or understandings issued by or binding upon Acquiror requiring or providing for, and there were no outstanding securities of Acquiror or its subsidiaries which upon the conversion, exchange or exercise thereof would require or provide for, the issuance by Acquiror of any new or additional equity interests in Acquiror or any other securities of Acquiror which, with notice, lapse of time and/or payment of monies, are or would be convertible into or exercisable or exchangeable for equity interests in Acquiror (each, an "ACQUIROR EQUITY RIGHT").
(iii) As of the Agreement Effective Date all outstanding shares of the capital stock of Acquiror are, and immediately prior to the Effective Time all outstanding shares of the capital stock of Acquiror will be, validly issued, fully paid and nonassessable and free of any preemptive (or similar) right.
Acquiror. Acquiror represents and warrants to Contributor that the following matters are true and correct as of the Contract Date and shall be true and correct as of the Closing Date:
11.2.1. The UPREIT is a limited partnership duly authorized and validly existing under Delaware law. The performance of this Agreement by the UPREIT has been duly authorized by the REIT in accordance with the Partnership Agreement, and, upon the assignment of this Agreement to the UPREIT, this Agreement will be binding on the UPREIT and enforceable against it in accordance with its terms. The UPREIT has been at all times, and presently intends to continue to be, classified as a partnership or a publicly traded partnership taxable as a partnership for federal income tax purposes and not an association taxable as a corporation or a publicly traded partnership taxable as a corporation.
11.2.2. Acquiror is a corporation duly authorized and validly existing under Delaware law. The execution and delivery of this Agreement by Acquiror, and the performance of this Agreement by Acquiror, has been duly authorized by Acquiror, and this Agreement is binding on Acquiror and enforceable against it in accordance with its terms. No consent of any creditor, investor, partner, shareholder, judicial or administrative body, Governmental Authority, or other governmental body or agency, or other party to such execution, delivery and performance by Acquiror is required. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in a breach of, default under, or acceleration of, any agreement to which Acquiror is a party or by which Acquiror is bound; or (ii) violate any restriction, court order, agreement or other legal obligation to which Acquiror is subject.
11.2.3. The REIT is a real estate investment trust duly authorized and validly existing under Maryland law. The performance of this Agreement by the REIT, as general partner of the UPREIT, has been duly authorized by the REIT, and this Agreement is binding on the REIT, as general partner of the UPREIT, and enforceable against it, as general partner of the UPREIT, in accordance with its terms.
Acquiror. For and on behalf of Name: Title: [Execution block to be updated]
Acquiror. Acquiror recognizes and acknowledges that it has in the past, currently has, and in the future may have, access to certain Confidential Information of each Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of each Company's business. Acquiror agrees that, prior to the Closing, or if the transactions contemplated by this Agreement are not consummated, it will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to the Stockholders and to authorized representatives of each Company, and (b) to counsel and other advisers, provided that such advisors (other than counsel) agree to the confidentiality provisions of this Section 15.2, unless (i) such Confidential Information becomes known to the public generally through no fault of Acquiror or (ii) disclosure is required by law or the order of any Governmental Authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (iii), Acquiror shall, if possible, give prior written notice thereof to each Company and the Stockholders and provide each Company and the Stockholders with the opportunity to contest such disclosure. In the event of a breach or threatened breach by Acquiror of the provisions of this Section, each Company and the Stockholders shall be entitled to an injunction restraining Acquiror from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting each Company and the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Acquiror. (i) The Board of Directors of Acquiror, at a meeting held on December 11, 1997, adopted a resolution which declared that the Merger was advisable on substantially the terms and conditions set forth or referred to in the resolution and directed that the Merger be submitted for consideration at a special meeting of the stockholders of Acquiror.
(ii) The Merger was approved in accordance with the charter of Acquiror and the GCL by the sole stockholder of Acquiror on December 31, 1997 without a meeting of stockholders, and a written consent which sets forth the action of approving the Merger and is signed by the sole stockholder has been filed with Acquiror's records of stockholders meetings.
