Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:
Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.
Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:
COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:
Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.
PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:
