REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Parent and MergerSub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Except as set forth in the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "PARENT DISCLOSURE SCHEDULE") (each section of which qualifies the correspondingly numbered representation and warranty or covenant to the extent specified therein), Parent and MergerSub hereby jointly and severally represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Except as set forth in the Parent SEC Reports, Parent and MergerSub represent and warrant to Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Section 5.01 Due Incorporation Good Standing and Operations 22 Section 5.02 Authorization; Binding Agreement 23 Section 5.03 Governmental Approvals 23 Section 5.04 No Violations 23 Section 5.05 Proxy Statement 23 Section 5.06 Financing 24 Section 5.07 Brokers’ and Finders’ Fees 24 Section 5.08 Control and Management 24 Section 5.09 No Other Representations or Warranties 24 Section 5.10 Takeover Statutes 24
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. SECTION 4.01 Organization and Qualification 40 SECTION 4.02 Authorization and Validity of Agreement 40 SECTION 4.03 No Conflict; Required Filings and Consents 41 SECTION 4.04 Absence of Litigation 41 SECTION 4.05 Offer Documents; Information in the Proxy Statement 41 SECTION 4.06 MergerSub 42 SECTION 4.07 Available Funds 42 SECTION 4.08 Ownership of Company Common Stock 42 SECTION 4.09 No Vote of Parent Stockholders 43 SECTION 4.10 Brokers 43 SECTION 4.11 No Other Representations or Warranties 43
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Except as set forth in the Parent Disclosure Schedule, Parent and MergerSub hereby jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Each of Parent and MergerSub jointly and severally represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Except as disclosed in the Parent Disclosure Schedule attached hereto, which Parent Disclosure Schedule identifies the Section (or if applicable, subsection) to which such exception relates, Parent and MergerSub jointly and severally represent and warrant to the Company that:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Except as set forth in the disclosure schedule attached hereto (the “Acquiror Disclosure Schedule”), Parent and MergerSub each represent and warrant to the Company and the Shareholders as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUB. Each of Parent and MergerSub represents and warrants to the Company that the statements made in this Section 2.2 are true and correct as of the date of this Agreement.
