REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. OPTION HOLDER represents and warrants to OPTION GRANTOR that
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder (“Holder”) represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder represents and warrants to the Grantor Parties as follows: (a) Option Holder is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (as applicable). (b) Option Holder has the organizational power and authority to enter into and perform its obligations under this Agreement. (c) The execution, delivery and performance of this Agreement by Option Holder has been duly authorized and this Agreement constitutes a valid and binding obligation of Option Holder enforceable against it in accordance with its terms, subject to the Remedies Exceptions. (d) Option Holder has, and will have at the Option Closing occurring prior to a Collateral Event, the ability to deliver the Purchase Price free and clear of all Liens, other than transfer restrictions under applicable securities Laws. The equity securities comprising the Purchase Price at the Option Closing prior to a Collateral Event (i) will be duly authorized and validly issued and are fully paid and non-assessable, (ii) will have been offered, sold and issued in compliance in all material respects with applicable securities Laws and other applicable Law, (iii) will not be issued in violation of the Company Organizational Documents and (iv) will not be issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person. Option Holder has, and will have at the Option Closing following a Collateral Event, sufficient funds to consummate the transactions contemplated by this Agreement (including the payment of the applicable Purchase Price). (e) There is no litigation, proceeding, suit, claim, charge, grievance, or action by or before any Governmental Authority pending or, to the knowledge of the Option Holder, threatened against the Option Holder, or any employee, officer or director of the Option Holder (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. (f) No broker, finder or other person is entitled to a commission, fee or other similar payment in connection with this Agreement or the transactions contemplated hereby as a result of any agreement or action of Option Holder or any party acting on Option Holder’s behalf. 8.
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. As an inducement to Lonza to enter into this Agreement and to consummate the transactions contemplated hereby, Amarantus hereby represents and warrants to Lonza and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder hereby represents and warrants to Acquisition Sub as follows:
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder hereby represents and warrants to NDHI as follows:
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder hereby represents, warrants and covenants that, as of the Effective Date: (i) Option Holder is the sole beneficial and record owner and holder of the Options, which Options are free and clear of any liens, claims, options, charges, third party rights or other encumbrances (including, without limitation, restrictions on rights of disposition other than those imposed by applicable law); (ii) the Option Holder has not exercised any of the Options and has not sold, transferred, given, pledged, assigned or otherwise disposed of (including by gift) (collectively, “Transfer”), or consented to any Transfer of, any or all of the Options or any interest therein, or entered into any agreement, contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of the Options to any person or entity other than the Company; (iii) Option Holder has full power and authority to make, enter into and carry out the terms of this Agreement; (iv) Option Holder has duly executed and delivered this Agreement; and (v) this Agreement constitutes a valid and binding obligation of Option Holder, enforceable against Option Holder in accordance with its terms.
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder hereby represents, warrants and covenants that: (a) Option Holder is the sole beneficial and record owner and holder of the Vested Options, which Vested Options are free and clear of any liens, claims, options, charges, third party rights or other encumbrances (including, without limitation, restrictions on rights of disposition other than those imposed by applicable laws); (b) Option Holder has full power and authority to make, enter into and carry out the terms of this Agreement; (c) Option Holder has duly executed and delivered this Agreement; and (d) this Agreement constitutes a valid and binding obligation of Option Holder.
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder represents and warrants to Grantor as follows:
REPRESENTATIONS AND WARRANTIES OF OPTION HOLDER. Option Holder represents and warrants to Purchaser as follows:
