REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Each of Holdings and the Company represents and warrants to each Investor, as of the date hereof, as set forth below:
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. In order to induce the Purchaser to enter into this Agreement and purchase the Securities, each of Holdings and the Company hereby represents and warrants to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Holdings and the Company, jointly and severally, represent and warrant to Parent and Acquisition, except as set forth in the Holdings/Company Disclosure Letter dated of even date 8 15 herewith that is being delivered to Parent concurrently herewith (the "Holdings/Company Disclosure Letter"), as follows:
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Holdings and the Company jointly and severally represent and warrant as follows as of the date hereof and as of the Closing Date (after giving effect to the consummation of the Acquisition Transactions and the other transactions contemplated hereby):
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Holdings and the Company jointly and severally represent and warrant to Purchaser, as a material inducement for Purchaser to enter into and perform the transactions described in this Agreement, the following as of the Signing Date and as of the Closing Date. These representations and warranties shall survive any investigation by Purchaser and shall survive the Closing to the extent set forth in Section 9.1 below.
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Holdings and the Company represent and warrant to PTI as follows, except as set forth in the written disclosure schedule delivered by the Company to PTI (the “Company Disclosure Schedule”). The Company Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article 2. The disclosures in any section or subsection of the Company Disclosure Schedule shall qualify other sections and subsections in this Article 2 to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Company Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material, has resulted in or would result in a Company Material Adverse Effect, or is outside the Ordinary Course of Business. Following the Company Reorganization, any reference to “Holdings” in this Article 2 shall be deemed to refer to the surviving corporation of such Company Reorganization.
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. In order to induce you and the Other Purchasers to enter into this Agreement and the Other Agreements, respectively, and to purchase the Senior Notes as provided herein, Holdings and the Company each make the following representations, warranties and agreements on the Effective Date and on the Funding Date, in each case after giving effect to the Transaction, all of which shall survive the execution and delivery of this Agreement, the Other Agreements and the purchase of Senior Notes.
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Holdings and the Company hereby jointly and severally represent and warrant to Purchaser and Merger Sub that:
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. As of the date hereof, Holdings and the Company hereby jointly and severally represent and warrant to the Purchaser as follows:
(a) Each of Holdings and the Company is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of the Philippines, and each has all necessary power and authority to enter into this Agreement, the Notes and the Exchange Agreement, as applicable, and the Subscription Agreement and Note Assignment, if applicable, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement, the Notes and the Exchange Agreement, and the Subscription Agreement and Note Assignment, if applicable.
(b) The authorized capital stock of Holdings consists of 37,058,100 shares of common stock with par value of one Peso and two-thirds centavos per share. As of the date hereof, 13,289,525 shares of common stock of Holdings were issued and outstanding, all of which are validly issued, fully paid and nonassessable. Other than employee stock options to acquire 591,850 Shares, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issuance of additional shares of common stock by Holdings. Holdings is the owner of 99.99% of the issued and outstanding shares of common stock of the Company. The authorized capital stock of the Company consists of 400,000,000 shares of capital stock consisting of 270,000,000 shares of common stock with par value of one Peso per share and 130,000,000 shares of 12% cumulative convertible non-participating preferred stock with par value of one Peso per share. As of the date hereof, 387,000,000 shares of capital stock of the Company were issued and outstanding consisting of 257,000,000 shares of common stock and 130,000,000 shares of 12% cumulative convertible non-participating preferred stock. Except as set forth on Section 4.1(b) of the Disclosure Schedule, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issuance of additional shares of capital stock or other equity interests of the Company, or obligating Holdings, the Company or any of their respective Subsidiaries to issue or sell any shares of capital stock of, or any other interest in, any Subsidiary of Holdings.
(c) Holdings will reserve such number of Shares as would be required, in the event t...
REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE COMPANY. Holdings or the Company, as the case may be, represents and warrants to Buyer, and acknowledges that Buyer is relying upon such representations and warranties in connection with its purchase of the Interests, that the statements contained in this Article II are true and correct as of the date hereof, except as set forth in the Company Disclosure Schedule (the “Company Disclosure Schedule”), which disclosure shall provide an exception to, or otherwise qualify, the representations or warranties of the Company contained in the section of this Agreement corresponding by number to such disclosure and to any other representation or warranty in this Agreement to which the applicability of such disclosure is reasonably apparent on its face or if the items are expressly cross-referenced.
