REPRESENTATIONS AND WARRANTIES OF PARENT, COMPANY AND THE COMMON STOCKHOLDER Sample Clauses

REPRESENTATIONS AND WARRANTIES OF PARENT, COMPANY AND THE COMMON STOCKHOLDER. To induce Purchaser to enter into this Agreement and consummate the transactions contemplated hereby, each of Parent and Company, jointly and severally, represents and warrants to Purchaser as follows (for purposes of this Agreement, the phrases "knowledge of Company" or "Company's knowledge," or words of similar import, mean the knowledge of the directors and officers of each of Parent and Company and each of its Subsidiaries (as defined below), including facts of which the directors and officers, in the reasonably prudent exercise of their duties, should be aware): 4.1 Due Organization. Parent, the Company and each of Company's subsidiaries (the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own, operate and lease its properties and to carry on its business in the places and in the manner as now conducted except where the failure to be so authorized, qualified or licensed would not have a material adverse effect on the business, operations, properties, assets or condition, financial or otherwise, of Parent, Company or any of its Subsidiaries ("Material Adverse Effect"). Schedule 4.1 hereto contains a list of all jurisdictions in which Parent, Company or any of its Subsidiaries is authorized or qualified to do business. Parent, Company and each Subsidiary is in good standing in each such jurisdiction. The Company has made available to Purchaser true, complete and correct copies of the articles or certificate of incorporation and bylaws of Parent, Company and each Subsidiary. Such articles or certificate of incorporation and bylaws are collectively referred to as the "Charter Documents." None of Parent, Company or any Subsidiary is in violation of any Charter Documents. The minute books of Parent, Company and each Subsidiary have been made available to Purchaser (and as of the Closing, the minute books of Company and each Subsidiary) will have been delivered, along with Company's and each Subsidiary's original stock ledger and corporate seal, to Purchaser) and are correct and, except as set forth in Schedule 4.1, complete in all material respects.
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Related to REPRESENTATIONS AND WARRANTIES OF PARENT, COMPANY AND THE COMMON STOCKHOLDER

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

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