Parent and Purchaser. At or prior to Closing, Parent and Purchaser shall have taken the following actions and shall have delivered the following deliverables:
Parent and Purchaser. Each of Parent and Purchaser hereby, jointly and severally, represents and warrants to the Principal Stockholder as follows:
Parent and Purchaser. Maxxim is a Texas corporation and (with its subsidiaries) is a major manufacturer and developer of a diversified range of specialty medical products and a leading supplier to hospitals, clinics and outpatient surgery centers of single-use custom procedure trays. Parent is a Delaware corporation and a wholly owned subsidiary of Maxxim. Maxxim operates a substantial portion of its business and holds a substantial portion of its assets through Parent. Parent operates three divisions: Case Management, Argon Medical and Maxxim Medical Europe. Parent's Case Management division manufactures, assembles and sells custom procedure trays for a wide variety of operating room and other medical procedures, complete lines of surgical gloves and medical examination gloves, infection control apparel for operating room personnel and patient draping systems. Parent believes that it currently controls a 35% market share in custom procedure trays and a 61% market share in non-latex medical examination gloves in the United States. The Argon Medical division manufactures and markets guidewires, needles, introducers, catheters, manifolds, transducers, high pressure syringes and certain other single-use medical and surgical specialty products, which are used in Parent's procedure trays or are sold separately. This division also assembles and markets procedure trays for use primarily in cardiology and radiology procedures. Parent's third division, Maxxim Medical Europe, serves as Parent's European manufacturer and distributor of its products. Purchaser is a newly incorporated Delaware corporation organized in connection with the Offer and the Merger and has not carried on any significant activities other than in connection with the Offer and the Merger. All of the outstanding capital stock of Purchaser is owned directly by Parent. Until immediately prior to the time Purchaser purchases Shares pursuant to the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities or engage in any significant activities other than those incident to its formation and capitalization and the transactions contemplated by the Offer and the Merger. The principal offices of Maxxim, Purchaser and Parent are located at 00000 00xx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000. The telephone number of Maxxim, Parent and Purchaser at such location is (000) 000-0000. For certain information concerning the executive officers and directors of Maxxim, Parent and Purchaser, see Schedule...
Parent and Purchaser. Parent represents and warrants to the Company that, except as set forth on the Parent Disclosure Schedule:
Parent and Purchaser undertake (i) not to terminate the Financing Commitments and not to agree to any amendment or termination of the Financing Commitments or to the waiver of any rights thereunder to the extent this would reasonably be expected to impair, prevent or delay the consummation of the transactions contemplated hereby, including the ability of Parent or Purchaser to timely pay all or a portion of the Closing Payment Amount and other amounts payable under or in connection with this Agreement, (ii) to neither use nor commit to use the funds which are committed under the Financing Commitments for any purpose other than to comply with Purchaser's and Parent's obligations under this Agreement and (iii) to enforce all rights under the Financing Commitments as necessary to comply with Purchaser's and Parent's obligations hereunder. Without prejudice to Purchaser's legal and contractual responsibility to pay the Closing Payment Amount when due or to pay any other amounts due and payable under or in connection with this Agreement, Seller hereby acknowledges and agrees that, to the extent other financing (or financing commitments with no conditions to the availability thereof greater than the conditions to the availability of the Financing Commitments) or other cash on hand is available to Parent or Purchaser to timely pay all or a portion of the Closing Payment Amount and other amounts due and payable under or in connection with this Agreement, Parent, Purchaser or any of their applicable Affiliates may fund with such cash, or finance using such other financing (or financing commitments), such amounts or portion thereof.
Parent and Purchaser. Except as set forth in the corresponding sections of the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the ”Parent Disclosure Schedule”), provided that the listing of an item in one section of the Parent Disclosure Schedule shall be deemed to be a listing in each section of the Parent Disclosure Schedule to the extent it is reasonably and readily apparent from a reading of such disclosure item that it would also apply to such other sections of the Parent Disclosure Schedule, Parent and Purchaser represent and warrant to the Company as of the date of this Agreement as follows:
