Representations and Warranties of Acquiring Company. Acquiring Company represents and warrants to Target Company as follows:
Representations and Warranties of Acquiring Company. Acquiring Company represents and warrants to Target Company as follows: (a) Organization, Standing and Power. Acquiring Company is or will be after the effective date a corporation duly organized, validly existing and in good standing under the laws of New York and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary except for any such failure, which when taken together with all other failures, is not likely to have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of Target Company or Acquiring Company, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. (b) Capitalization. As of the date of this Agreement, the authorized capital stock of the Acquiring Company consists of 75,000,000 shares, comprised of 5,000,000 shares of no par value preferred stock, none of which are issued or outstanding; and 70,000,000 shares of no par value common stock, of which 15,109,993 shares are issued and outstanding. (c) Articles of Incorporation and Bylaws. Copies of the Acquiring Company’s Articles of Incorporation, as amended and restated, and Bylaws, which have been delivered to Target Company, are true, correct and complete copies thereof. (d)
