REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Parent and Amalgamation Sub hereby, jointly and severally, represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Each of Parent and Amalgamation Sub hereby, jointly and severally, represents and warrants to the Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in the Parent Schedules or in any Parent SEC Report filed with or furnished to the SEC at least two (2) Business Days prior to the Original Agreement Date (excluding disclosure contained in any “risk factor” or “forward-looking” section of any such report), Parent and Amalgamation Sub, jointly and severally, hereby represent and warrant as of the Original Agreement Date and, solely with respect to the representations and warranties set forth in Section 5.3, as of the date of this Agreement to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Each of Parent and Amalgamation Sub hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Parent and Amalgamation Sub hereby, jointly and severally, represent and warrant to the Company that (i) each of Parent and Amalgamation Sub has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations hereunder and to consummate the Transactions; (ii) the execution, delivery and performance of this Amendment by Parent and Amalgamation Sub and the consummation by Parent and Amalgamation Sub of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Amalgamation Sub are necessary to authorize this Amendment or to consummate the Transactions (other than the filings, notifications and other obligations and actions described in Section 4.03(b) of the Amalgamation Agreement); and (iii) this Amendment has been duly and validly executed and delivered by Parent and Amalgamation Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Amalgamation Sub, enforceable against each of Parent and Amalgamation Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as otherwise expressly disclosed or identified in the Parent SEC Reports filed or furnished prior to the date hereof (other than (i) any information that is contained solely in the “Risk Factors” section of such Parent SEC Reports and (ii) any forward-looking statements, or other statements that are similarly predictive or forward-looking in nature, contained in such Parent SEC Reports) or as set forth in the Parent Disclosure Schedule, Parent and Amalgamation Sub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in a separate disclosure letter referencing the appropriate section or clause of this Agreement and delivered by Parent to the Company prior to or at the time of the execution of this Agreement (the “Parent Disclosure Letter”), each of Parent and Amalgamation Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Section 5.01 Corporate Organization; Capitalization 34 Section 5.02 Authority Relative to This Agreement 35 Section 5.03 No Conflict; Required Filings and Consents 36 Section 5.04 Sufficient Funds; Equity Financing 36 Section 5.05 Litigation 37 Section 5.06 Parent Information 37 Section 5.07 Brokers 38 Section 5.08 Ownership of Securities 38 Section 5.09 Operations of Amalgamation Sub 38 Section 5.10 Vote/Approval Required 38 Section 5.11 Solvency 38 Section 5.12 Guarantee 39 Section 5.13 Certain Arrangements 39 Section 5.14 Independent Investigation 39 Section 5.15 Non-Reliance on Company Estimates 39 Section 5.16 No Additional Representations or Warranties 40
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Section 5.1 Organization 47 Section 5.2 Due Authorization; Board Approval 48 Section 5.3 No Conflict 49 Section 5.4 Litigation and Proceedings 49 Section 5.5 SEC Filings 49 Section 5.6 Internal Controls; Listing; Financial Statements 50 Section 5.7 Governmental Authorities; Consents 51 Section 5.8 Trust Account 51 Section 5.9 Investment Company Act; JOBS Act 52 Section 5.10 Absence of Changes 52 Section 5.11 Undisclosed Liabilities 52 Section 5.12 Capitalization 52 Section 5.13 Brokers’ Fees 53 Section 5.14 Indebtedness 53 Section 5.15 Taxes 54 Section 5.16 Absence of Changes 55 Section 5.17 Nasdaq Stock Market Quotation 56 Section 5.18 Proxy/Registration Statement 56 Section 5.19 Subscription Agreements 56 Section 5.20 No Outside Reliance 56 Section 5.21 No Additional Representation or Warranties 57 ARTICLE VI COVENANTS OF THE GROUP COMPANIES Section 6.1 Group Company Conduct of Business 57 Section 6.2 Inspection 60 Section 6.3 Preparation and Delivery of Additional Group Company Financial Statements 60 Section 6.4 Related Party Agreements 62 Section 6.5 Exchange Listing 62 Section 6.6 Notice of Developments 62 Section 6.7 No Trading 62 Section 6.8 Consents 63 Section 6.9 Tax Matters 63 ARTICLE VII COVENANTS OF PARENT AND AMALGAMATION SUB Section 7.1 Nasdaq Listing 63 Section 7.2 Conduct of Business 63 Section 7.3 Parent Public Filings 65 Section 7.4 Section 16 Matters 65 Section 7.5 Trust Account Proceeds and Related Available Equity 65 Section 7.6 Amalgamation Proposal 65 ARTICLE VIII JOINT COVENANTS Section 8.1 Regulatory Approvals; Other Filings 66 Section 8.2 Exclusivity 67 Section 8.3 Parent Extension Proposals 68 Section 8.4 Communications; Preparation of Proxy/Registration Statement; Parent Shareholders’ Meeting and Approvals 68 Section 8.5 Support of Transaction 71 Section 8.6 Amalgamation 72 Section 8.7 Tax Matters 74 Section 8.8 Cooperation; Consultation 75 Section 8.9 PIPE Investments 75 Section 8.10 Indemnification and Insurance 76 Section 8.11 Shareholder Litigation 77 Section 8.12 Pre-Closing Restructuring 78 Section 8.13 Exchange Agreements 78 ARTICLE IX CONDITIONS TO OBLIGATIONS Section 9.1 Conditions to Obligations of the Parties 78 Section 9.2 Conditions to the Obligations of the Company and AARK 78 Section 9.3 Conditions to the Obligations of Parent and Amalgamation Sub 79 Section 9.4 Frustration of Closing Conditions 80 ARTICLE X
REPRESENTATIONS AND WARRANTIES OF PARENT AND AMALGAMATION SUB. Except as set forth in (a) any Parent SEC Filings filed or submitted on or prior to the date of this Agreement (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact or factual matters, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) any exhibits or other documents appended thereto), provided that nothing disclosing in such Parent SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Sections 5.8, 5.12 or Section 5.15, (b) the disclosure schedules delivered by Parent and Amalgamation Sub to the Company concurrently with the execution of this Agreement (the “Parent Disclosure Schedule”), and subject to the terms, conditions and limitations set forth in this Agreement, each of Parent and Amalgamation Sub hereby represents and warrants to AARK as follows:
