REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGERSUB. For purposes of this Section 3, any reference to a "
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGERSUB. 34 4.1 Authorization, No Conflicts, Etc. 34 4.2 Organization and Good Standing 35 4.3 Subsidiaries 35 4.4 Proxy Statement, etc. 35 4.5 Necessary Capital 36 4.6 Litigation 36 4.7 True and Complete Information 36 4.8 Absence of Undisclosed Liabilities 36 4.9 Absence of Material Adverse Change 36 4.10 Absence of Litigation 37 4.11 No Impediments 37 -ii- TABLE OF CONTENTS -- Continued -- Page ARTICLE V - COVENANTS AND AGREEMENTS 37 5.1 Disclosure Statements; Additional Information 37 5.2 Changes Affecting Representations 38 5.3 Access to Information and Investigation 38 5.4 Company's Conduct of Business Pending the Effective Time 39 5.5 Regulatory Matters 43 5.6 Shareholder Approval 44 5.7 Exclusive Commitment 45 5.8 Treatment of ESOP 46 5.9 Indemnification and Insurance 47 5.10 Technology-Related Contracts 48 5.11 Environmental Investigation 48 5.12 Affiliates 49 5.13 Miscellaneous Agreements and Consents 49 5.14 Public Announcements 49 5.15 Exemption from Liability Under Section 16(b) 49 5.16 Update of Titles, Rights, Etc. 50 ARTICLE VI - CONDITIONS PRECEDENT TO ACQUIROR'S OBLIGATIONS 50
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGERSUB. Acquiror and MergerSub represent and warrant to Company that, except as otherwise set forth in the disclosure statement previously furnished to Company by Acquiror and MergerSub (the "Acquiror Disclosure Statement"):
