REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Each of Holdco and Merger Sub hereby represents and warrants to SPAC as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Each of Holdco and Merger Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Each of Holdco and Merger Sub hereby jointly and severally represents and warrants to Kensington and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. 13 6.1 Incorporation 13 6.2 Authorization 14 6.3 Conflicts 14 6.4 Capitalization 15 6.5 Brokers or Finders. 15 6.6 Sufficient Funds 16
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Holdco and Merger Sub hereby, jointly and severally, represent, warrant, and covenant as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Each of Holdco and Merger Sub hereby represents and warrants to GSM and FA as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Each of Holdco and Merger Sub hereby represents and warrants to NYSE Euronext and to Deutsche Börse as set forth in this Section 6.2.
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. 54 Section 9.01 Organization and Standing 54 Section 9.02 Authorization; Binding Agreement 54 Section 9.03 Governmental Approvals 54 Section 9.04 Non-Contravention 55 Section 9.05 Ownership 55 Section 9.06 Holdco Ordinary Shares 55 Section 9.07 Holdco and Merger Sub Activities 56 Section 9.08 Finders and Brokers 56 Section 9.09 Transactions with Affiliates 56 Section 9.10 Business Activities 56 Section 9.11 Taxes. 57 Section 9.12 PIPE Financing 57 ARTICLE X COVENANTS OF THE PARTIES PENDING CLOSING AND POST-CLOSING 57 Section 10.01 Access and Information 57 Section 10.02 Conduct of Business of the Group Companies 58 Section 10.03 Conduct of Business of VIH 61 Section 10.04 Conduct of Business of Holdco and Merger Sub 63 Section 10.05 Financial Statements 63 Section 10.06 No Solicitation 64 Section 10.07 No Trading 64 Section 10.08 Notification of Certain Matters 65 Section 10.09 Efforts 65 Section 10.10 Preparation of Form F-4 and Proxy Statement; VIH Extraordinary General Meeting 67 Section 10.11 Public Announcements 69 Section 10.12 Confidential Information 69 Section 10.13 Post-Closing Board of Directors and Officers 70 Section 10.14 Indemnification of Directors and Officers; Tail Insurance 70 Section 10.15 Use of Trust Account Proceeds 71 Section 10.16 VIH Nasdaq Listing 72 Section 10.17 VIH Public Filings 72 Section 10.18 Holdco Nasdaq Listing 72 Section 10.19 Holdco Incentive Plan 72 Section 10.20 Further Assurances 72 Section 10.21 Termination of Affiliate and Shareholder Agreements 72 TABLE OF CONTENTS (continued) Page Section 10.22 Tax Matters 73 Section 10.23 PIPE Subscriptions 74 Section 10.24 Shareholder Litigation 74 Section 10.25 Section 16 Matters 75 Section 10.26 VIH Warrants 75 Section 10.27 Employment Agreements 75
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Except as disclosed in the Holdco Disclosure Schedule (it being understood that any information set forth in one section or subsection of the Holdco Disclosure Schedule shall be deemed to apply and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent that such information is relevant to such other section or subsection), Holdco and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF HOLDCO AND MERGER SUB. Each of Holdco and Merger Sub hereby represents and warrants to Omnicom and to Publicis as set forth in this Section 4.2.
