Representations and Warranties of Oasis Sample Clauses

Representations and Warranties of Oasis. Oasis represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by Oasis, and is a valid and binding obligation of Oasis, enforceable against Oasis in accordance with its terms. As of the date of this Agreement, Oasis beneficially owns 3,286,038 shares of Common Stock, including 1,276,332 shares of Common Stock issuable upon conversion of 4.25% Convertible Senior Notes due 2018 and 1,063,553 shares of Common Stock issuable upon conversion of 4.875% Convertible Senior Notes due 2020 (collectively, the "Convertible Senior Notes").
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Representations and Warranties of Oasis. Oasis represents and warrants the following to Rainwire:
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Representations and Warranties of Oasis. Section 5.01. Organization, Authority and Capacity............................6 Section 5.02. Authorization and Validity......................................6 Section 5.03. Absence of Conflicting Agreements or Required Consents..........6 Section 5.04. Governing Documents of Oasis....................................6 Section 5.05. Outstanding and Authorized Capitalization.......................7 Section 5.06. Financial Statements............................................7 Section 5.07. Absence of Changes..............................................7 Section 5.08. No Undisclosed Liabilities.....................................10 Section 5.09. Litigation, Etc................................................10 Section 5.10. No Violation of Law............................................10 Section 5.11.
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Representations and Warranties of Oasis. Oasis represents and warrants to the Company as follows: (a) Oasis has the power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed, and delivered by Oasis, constitutes a valid and binding obligation and agreement of Oasis and, assuming the valid execution and delivery hereof by the Company, is enforceable against Oasis in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery, and performance of this Agreement by Xxxxx does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to Oasis, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration, or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which Oasis are a party or by which they are bound; and (d) as of the date of this Agreement, Oasis Beneficially Owns 5,225,312 shares of Common Stock and is party to cash-settled total return swaps referencing 3,000,000 shares of Common Stock, each of which is a Permitted Cash Swap on the date hereof and shall remain a Permitted Cash Swap until settled for cash in accordance with its terms.
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Related to Representations and Warranties of Oasis

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01. Organization and Qualification 14 Section 4.02. Capitalization 14 Section 4.03. Subsidiaries 17 Section 4.04. Authority; Non-Contravention; Approvals 17 Section 4.05. Reports and Financial Statements 19 Section 4.06. Absence of Undisclosed Liabilities 19 Section 4.07. Absence of Certain Changes or Events 19 Section 4.08. Litigation 20 Section 4.09. Offer Documents; Proxy Statement 20 Section 4.10. No Violation of Law 20 Section 4.11. Material Contracts; Compliance With Agreements 21 Section 4.12. Taxes 22 Section 4.13. Employee Benefit Plans; ERISA 22 Section 4.14. Labor Controversies 24 Section 4.15. Environmental Matters 25 Section 4.16. Intellectual Property 25 Section 4.17. Opinion of Financial Advisor 27 Section 4.18. Brokers and Finders 27 Section 4.19. Insurance 27 Section 4.20. Takeover Statutes 27 Section 4.21. Receivables and Customers 27 ARTICLE V COVENANTS Section 5.01. Conduct of Business Pending the Merger 27 Section 5.02. Restrictions on Parent and the Company 29 Section 5.03. No Solicitation 30 Section 5.04. Access to Information; Confidentiality 31 Section 5.05. Merger Sub 32 Section 5.06. Employee Benefits 32 Section 5.07. Proxy Statement 33 Section 5.08. Company Meeting 34 Section 5.09. Public Announcements 34 Section 5.10. Expenses and Fees 34 Section 5.11. Agreement to Cooperate 35 Section 5.12. Directors' and Officers' Indemnification 35 Section 5.13. Section 16 Matters 37 Section 5.14. Further Assurances 37 Section 5.15. Notices of Certain Events 37 Section 5.16. CVR Trust; CVR Agreement 38 ARTICLE VI CONDITIONS TO THE MERGER Section 6.01. Conditions to the Obligations to Consummate the Merger 39 ARTICLE VII TERMINATION Section 7.01. Termination 39 ARTICLE VIII MISCELLANEOUS Section 8.01. Effect of Termination 41 Section 8.02. Non-Survival of Representations and Warranties 42 Section 8.03. Notices 42 Section 8.04. Interpretation 43 Section 8.05. Miscellaneous 43 Section 8.06. Counterparts 43 Section 8.07. Amendments; Extensions 43 Section 8.08. Entire Agreement 44 Section 8.09. Severability 44 Section 8.10. Specific Performance; Limitation on Damages 44 Section 8.11. No Admission 45 Section 8.12. Jurisdiction 45 Section 8.13. WAIVER OF JURY TRIAL 45 Section 8.14. Termination of June 29 Merger Agreement and Original Offer 45 ii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2003 (as the same may be amended from time to time and together with the schedules, exhibits and annexes attached hereto, this "Agreement"), by and among Gingko Corporation, a Delaware corporation (together with its successors and permitted assigns, "Parent"), Gingko Acquisition Corp., a Delaware corporation and wholly-owned Subsidiary (as defined in Section 3.02 of this Agreement) of Parent (together with its successors and permitted assigns, "Merger Sub"), and Information Resources, Inc., a Delaware corporation (the "Company").

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to the Company and each Shareholder as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of RPS RPS represents and warrants to the Fund that:

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