Certain Representations and Warranties by the Company. In order to induce the Banks and the Agent to enter into this Amendment, the Company represents and warrants to the Banks and the Agent that:
Certain Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as follows:
Certain Representations and Warranties by the Company. The Company represents and warrants to and agrees with you that as of the date hereof and the first date of the Subscription Period, during the period of the Subscription Period and as of the date when the Underlying Shares are issued to the Rights Holders who exercise the Rights (the “Settlement Date”):
Certain Representations and Warranties by the Company. In order to ----------------------------------------------------- induce the Lenders and the Administrative Agent to enter into this Amendment, the Company represents and warrants to the Lenders and the Administrative Agent that:
Certain Representations and Warranties by the Company. The Company represents and warrants to the Seller that:
Certain Representations and Warranties by the Company. The Company hereby represents and warrants to each of Parent and Acquisition as follows:
a. The Company has all necessary corporate power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the Agreement as amended hereby (the "Amended Agreement"). The execution and delivery of this Amendment and the consummation of the transactions contemplated by the Amended Agreement have been duly and validly authorized by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize this Amendment or to consummate the transactions contemplated by the Amended Agreement (other than, with respect to the Merger, the approval and adoption of the Amended Agreement by the holders of a majority of the then outstanding shares of Company Common Stock). This Amendment has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
b. The Company Board has, by unanimous vote of those present, duly and validly approved, and taken all corporate actions required to be taken by the Company Board for the consummation of, the transactions, including the Merger, contemplated by the Amended Agreement and resolved to recommend that the stockholders of the Company approve and adopt the Amended Agreement.
c. The Financial Advisor has delivered to the Company Board its opinion to the effect that, as of the date of this Amendment, the Exchange Ratio (as modified by this Amendment) is fair to the holders of Shares, and such opinion has not been withdrawn.
d. The Company has made available to Parent all material information requested by Parent and within the knowledge of the Company as of the date hereof relating to each of the recent crystal hermeticicity failures in certain implanted Cadence Model V-110 devices. As of the date hereof, the Company has provided the FDA with all material information, within the knowledge of the Company as of the date hereof, required to be provided, and has filed with the FDA all material notices and filings which to the knowledge of the Company as of the date hereof are required to be filed, in connection with such crystal hermeticicity failures. To the knowledge of the Company as of the date hereof, all such information, notices and filings are true, complete and accurate in all material re...
Certain Representations and Warranties by the Company. The Company represents and warrants to Warrxx Xxxxxxx xxxt (i) the execution, delivery, and performance by the Company of this Agreement have been duly authorized by all action required by law, its certificate of incorporation and bylaws, (ii) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, (iii) the execution, delivery, and performance by the Company of this Agreement will not conflict with or result in any breach of any provision of the articles of incorporation or bylaws of the Company, (iv) the execution, delivery, and performance by the Company of this Agreement will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company is a party or by which any of its assets or properties may be bound, (v) the execution, delivery, and performance by the Company of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to the Company or any of its properties or assets, and (vi) it has obtained directors and officers liability insurance policies covering all officers and directors of the Company, and such policies are in full force and effect on the date hereof.
Certain Representations and Warranties by the Company. The Company represents and warrants to and agrees with you that as of the date hereof and the Commencement Date, during the period of the Exchange Offers, and until the expiration and closing of the Exchange Offers:
Certain Representations and Warranties by the Company. The Company represents and warrants to and agrees with you that as of the date hereof and the Commencement Date, during the period of the Transactions, and until the expiration and closing of the Transactions:
Certain Representations and Warranties by the Company. The Company and each of the Guaranty Subsidiaries (where applicable) represents and warrants that (i) it has the right, power and capacity and has been duly authorized and empowered by all required corporate and shareholder action to enter into, execute, deliver and perform this Amendment; (ii) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (iii) the execution and delivery of the Note Purchase Agreements and the issuance of the Senior Notes pursuant thereto by the Company, the execution and delivery of the Senior Note Guaranties by the Guaranty Subsidiaries, and its execution, delivery and performance of this Amendment and the Intercreditor Agreement, do not and will not violate any provision of its certificate of incorporation or by-laws or any contractual provision to which it is a party or to which it or any of its property is subject; and (iv) all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date or as to any matters which have changed in accordance with or as permitted under the Credit Agreement.
