Representation of Parent. Neither Parent nor any of its subsidiaries, including Merger Sub, has taken or agreed to take any action, or knows of any fact, circumstance, plan or intention that will, or would be reasonably likely to, prevent the Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Representation of Parent. Parent represents and warrants to the Employee that:
Representation of Parent. Parent represents and warrants to BF as of the date hereof that none of the Borrowers nor any representative thereof has, directly or indirectly, offered the Warrant for sale to, or solicited any offers to buy the Warrant from, or otherwise approached or negotiated with respect thereto with, more than 30 Persons including BF, and none of the Borrowers nor any representative thereof has taken or will take any action which would subject the issuance or sale of the Warrant to the provisions of Section 5 of the Securities Act or violate the provisions of any securities or “blue sky” laws.
Representation of Parent. Parent hereby represents that it has no actual knowledge of any circumstances existing as of the date hereof that would reasonably be expected to cause Parent to implement a Filing Delay or Shelf Suspension.
