REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the disclosure letter delivered by Acquiror on behalf of the Acquiror Parties to the Company (the “Acquiror Disclosure Letter”) (each section of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (a) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (b) any exhibits or other documents appended thereto), each of the Acquiror Parties represents and warrants on behalf of each Acquiror Party to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature and (y) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such a SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 6.04 (‘Litigation and Proceedings’); Section 6.06 (‘Financial Ability; Trust Account’); Section 6.10 (‘Tax Matters’); and Section 6.11 (‘Capitalization’)), each Acquiror Party represents and warrants to the Company as follows, in each case as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement dated as of the date of this Agreement (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant if specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face) or in the SEC Reports filed or furnished by Acquiror prior to the date hereof (excluding any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature), each Acquiror Party represents and warrants to the Company Parties as follows, in each case as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. The Acquiror Parties hereby, jointly and severally, represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. 34 Section 5.01 Corporate Organization 34 Section 5.02 Due Authorization 34 Section 5.03 No Conflict 35 Section 5.04 Litigation and Proceedings 35 Section 5.05 Compliance with Laws 36 Section 5.06 Governmental Authorities; Consents 36 Section 5.07 Trust Account 36 Section 5.08 Brokers’ Fees 37 Section 5.09 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 37 Section 5.10 Business Activities 38 Section 5.11 Taxes 39 Section 5.12 Capitalization 40 Section 5.13 NYSE Stock Market Listing 41 Section 5.14 Related Party Transactions. 41 Section 5.15 Proxy Statement / Prospectus. 42 Section 5.16 Absence of Changes. 42 Section 5.17 Indebtedness. 42 Section 5.18 Sponsor Agreement. 42 Section 5.19 Investment Company Act; JOBS Act. 42 ARTICLE VI COVENANTS OF THE COMPANY PARTIES 43 Section 6.01 Conduct of Business 43 Section 6.02 Inspection 46 Section 6.03 No Claim Against the Trust Account 46 Section 6.04 Proxy Statement / Prospectus 47 Section 6.05 FIRPTA 48 Section 6.06 Company Party Approvals 48 Section 6.07 No Acquiror Common Stock Transactions 48 Section 6.08 Bridge Financing Transactions 48 Section 6.09 Amendment to Company Certificate of Incorporation 48
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. The Acquiror Parties jointly and severally represent and warrant to the Contributor Parties as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. 50 Section 6.01 Corporate Organization. 51 Section 6.02 Due Authorization. 51 Section 6.03 No Conflict. 52 Section 6.04 Litigation and Proceedings. 52 Section 6.05 Governmental Authorities; Consents. 53 Section 6.06 Financial Ability; Trust Account. 53
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement or in the SEC Reports filed or furnished by Acquiror prior to the date of this Agreement, each Acquiror Party represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. 49 Section 5.01 Corporate Organization 49 Section 5.02 Due Authorization 49 Section 5.03 No Conflict 50 Section 5.04 Litigation and Proceedings 50 Section 5.05 Governmental Authorities; Consents 50 Section 5.06 Trust Account 51 Section 5.07 Brokers’ Fees 51 Section 5.08 SEC Reports; Financial Statements; Xxxxxxxx-Xxxxx Act; Undisclosed Liabilities 52 Section 5.09 Business Activities 53 Section 5.10 Tax 54 Section 5.11 Capitalization 56 Section 5.12 NASDAQ Stock Market Listing 56 Section 5.13 Related Party Transactions 57 Section 5.14 Proxy Statement / Prospectus 57 Section 5.15 Sponsor Agreement 57 Section 5.16 Investment Company Act 58 Section 5.17 Employees 58
REPRESENTATIONS AND WARRANTIES OF ACQUIROR PARTIES. Except as set forth in the Schedules to this Agreement or in the SEC Reports filed or furnished by Acquiror prior to January 1, 2021 (excluding (x) any disclosures in such SEC Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Qualitative Disclosures About Market Risk” or other disclosures that are predictive, cautionary or forward-looking in nature and (y) any exhibits or other documents appended thereto), each Acquiror Party represents and warrants to the Company and NewCo as follows:
