Representations and Warranties of Parent, HoldCo and Merger Sub. Parent, HoldCo and Merger Sub hereby represent and warrant to the Company Stockholder as follows:
Representations and Warranties of Parent, HoldCo and Merger Sub. (a) Section 4.2 of the Merger Agreement shall be amended to add the words “and, in the event of an Alternative Merger, the filing with the Delaware Secretary of State as required by the DGCL” after the word “NRS”.
(b) Section 4.3(b) of the Merger Agreement shall be amended to add the words “and, in the event of an Alternative Merger, the filing with the Delaware Secretary of State as required by the DGCL” after the word “NRS”.
(c) Section 4.7 of the Merger Agreement shall be amended to delete the words “or the Alternative Merger” from the last sentence.
(d) Section 4.10 of the Merger Agreement shall be amended to delete the words “Parent or Merger Sub” and the end thereof and replace them with the following words: “any of the Parent Entities”.
Representations and Warranties of Parent, HoldCo and Merger Sub. Except (i) as set forth in a publicly available final registration statement, prospectus, report, form, schedule or definitive proxy statement filed by Parent with the SEC at any time on or after December 31, 2009 through the Measurement Date, but excluding any risk factor disclosure under the headings “Risk Factors,” “Forward Looking Statements” or any similar precautionary sections and (ii) as disclosed in the disclosure letter (the “Parent Disclosure Letter”) delivered by Parent and Merger Sub to the Company prior to the execution of this Agreement (which letter sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article IV, or to one or more of Parent’s, Holdco’s or Merger Sub’s covenants contained in Article V, except that any information set forth in one section of the Parent Disclosure Letter will be deemed to apply to each other section or subsection thereof to the extent that it is reasonably apparent that such information is applicable to such other section or subsection without reference to any underlying documentation), Parent, Holdco and Merger Sub represent and warrant to the Company as follows:
Representations and Warranties of Parent, HoldCo and Merger Sub. Parent, Holdco and Merger Sub jointly and severally represent and warrant to the Company that:
Representations and Warranties of Parent, HoldCo and Merger Sub. Subject to the exceptions set forth in Schedule 3 attached hereto (the “Parent Schedule”), Parent, Holdco and Merger Sub jointly and severally represent and warrant to the Company, as of the date of this Agreement and as of the Closing Date, as follows (as used in this Article III, and elsewhere in this Agreement, the term “Parent” includes Parent’s Subsidiaries, unless the context clearly otherwise indicates):
Representations and Warranties of Parent, HoldCo and Merger Sub. Except (a) as disclosed or reflected in the Parent SEC Documents filed prior to the date of this Agreement (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly predictive or forward-looking in nature, in each case, other than any specific factual information contained therein), or (b) as set forth in the disclosure letter delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Letter”) (it being agreed that disclosure of any information in a Parent Qualifying SEC Document or particular section or subsection of the Parent Disclosure Letter shall be deemed disclosure with respect to any other section or subsection of this Agreement to which the relevance of such information is reasonably apparent), Parent, HoldCo and Merger Sub, jointly and severally, represent and warrant to the Company as follows:
