REPRESENTATIONS AND WARRANTIES OF NEWCO PARENT AND NEWCO. Except as Previously Disclosed, Newco Parent and Newco hereby jointly and severally represent and warrant to the Company and Company Parent as follows:
REPRESENTATIONS AND WARRANTIES OF NEWCO PARENT AND NEWCO. Except as Previously Disclosed, Newco Parent and Newco hereby jointly and severally represent and warrant to the Company and Company Parent as follows:
3.1 Capital Structure of Newco Parent The authorized capital stock of Newco Parent consists at April 24, 2001 of (i) 10,000,000 shares of preferred stock, par value $0.0001 per share ("Newco Parent Preferred Stock"), of which 2,189,800 shares were issued and outstanding as Series A Preferred Stock and 191,880 shares have been reserved for issuance pursuant to option agreements exercisable for Newco Parent Series A Preferred Stock, and (ii) 100,000,000 shares of common stock, par value $0.0001 per share ("Newco Parent Common Stock"), of which: 18,863,000 shares were issued and outstanding or in the process of being issued based upon contractual obligations for their issuance; no shares were held in treasury; 3,753,807 shares have been reserved for issuance pursuant to the Option Agreement; 7,492,542 shares have been reserved for issuance of Newco Parent Common Stock pursuant to redemption of a subsidiary's preferred stock, warrant and option agreements; and 5,954,200 shares have been reserved for issuance upon conversion of Newco Parent Series A Preferred Stock. All outstanding shares of Newco Parent capital stock have been duly authorized and validly issued and are fully paid and nonassessable. None of the shares of Newco Parent's capital stock has been issued in violation of the preemptive rights of any person. The shares of Newco Parent Class B Common Stock to be issued in connection with the Merger will, as of the Closing Date, be duly authorized and, when issued in accordance with the terms of this Reorganization Agreement and the Plan of Merger, will be validly issued, fully paid, nonassessable and free and clear of any preemptive rights.
3.2 Organization, Standing and Authority of Newco Parent Newco Parent is a duly organized corporation, validly existing and in good standing under the laws of Delaware, with full corporate power and authority to carry on its business as now conducted and is duly licensed or qualified to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on Newco Parent. Newco Parent is qualified to do business under the laws of those jurisdictions as Previously Discl...
