REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. PUBLIC COMPANY represents and warrants to PRIVATE COMPANY as follows:
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. 7 6.1. ORGANIZATION, POWERS, AND QUALIFICATION. 7 6.2. EXECUTION AND PERFORMANCE OF AGREEMENT. 7 6.3. BINDING OBLIGATIONS, DUE AUTHORIZATION. 7 6.4. ABSENCE OF VIOLATIONS. 8
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. AND THE TRANSITORY SUBSIDIARY 21 4.1 Organization, Standing and Power 22 4.2 Capitalization 23 4.3 Subsidiaries 24
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. AND THE MERGER SUB 36 4.1 Organization, Standing and Power 36 4.2 Capitalization 38 4.3 Subsidiaries 40 4.4 Authority; No Conflict; Required Filings and Consents 41 4.5 SEC Filings; Financial Statements; Information Provided 42 4.6 No Undisclosed Liabilities 45 4.7 Absence of Certain Changes or Events 46 4.8 Taxes 46 4.9 Owned and Leased Real Properties 49 4.10 Intellectual Property 49 4.11 Contracts 52 4.12 Litigation 53 4.13 Environmental Matters 54 4.14 Employee Benefit Plans 54 4.15 Compliance With Laws 56 4.16 Permits and Regulatory Matters 56 4.17 Employees 57 4.18 Insurance 58 4.19 Section 203 of the DGCL 58 4.20 Brokers; Fees and Expenses 58 4.21 Operations of Merger Sub 58 4.22 Controls and Procedures, Certifications and Other Matters 59 4.23 Books and Records 59 4.24 Subsidies 59 4.25 Data Protection 60 4.26 Certain Business Relationships with Affiliates 60 4.27 No Other Representations or Warranties 60 ARTICLE V CONDUCT OF BUSINESS 61 5.1 Covenants of Merger Partner 61 5.2 Pre-Closing Transactions and Undertakings of Merger Partner 64 5.3 Covenants of Public Company and Merger Sub 64 5.4 Pre-Closing Transactions and Undertakings of Public Company 68 5.5 Confidentiality 68 ARTICLE VI ADDITIONAL AGREEMENTS 68 6.1 No Solicitation 68 6.2 Proxy Statement/Prospectus; Registration Statement 73 6.3 Nasdaq Listing 75 6.4 Access to Information 75 6.5 Stockholder Approval 76 6.6 Legal Conditions to Merger 77 6.7 Public Disclosure 78
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. Public Company represents and warrants to Otic Pharma that the statements contained in this Article IV are true and correct, except: (a) as disclosed in the Public Company SEC Reports filed or furnished prior to the date of this Agreement, or (b) as expressly set forth herein or in the disclosure schedule delivered by Public Company to Otic Pharma on the date of this Agreement (the “Public Company Disclosure Schedule”). For purposes hereof, the phrase “to the knowledge of Public Company” and similar expressions mean the actual knowledge of the persons identified on Section K of the Public Company Disclosure Schedule for this purpose, and such knowledge as such persons would reasonably be expected to have obtained in the course of their performance of their positions at the Public Company (but without any special investigation).
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. Public Company represents and warrants to Private Company that the statements contained in this Article III are true and correct, except (a) as disclosed in the Public Company SEC Reports filed or furnished prior to the date of this Agreement or (b) as set forth herein or in the disclosure schedule delivered by Public Company to Private Company on the date of this Agreement (the “Public Company Disclosure Schedule”). For purposes hereof, the phrase “to the knowledge of Public Company” and similar expressions mean the actual knowledge as of the date hereof (without any duty to inquire or investigate) of the individuals identified in Section 3.0 of the Public Company Disclosure Schedule.
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. Purchaser represents and warrants to UTS as follows:
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. Public Company hereby represents and warrants to Holding Co and the Shareholders as follows (it being acknowledged that Holding Co and the Shareholders are entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each, as evidenced by the execution of this Agreement by a duly authorized officer of Public Company, constitutes a condition precedent to the obligations of Holding Co and the Shareholders hereunder):
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. 11 5.1 Organization, Standing and Power........................................................................ 11 5.2 Capital Structure....................................................................................... 12 5.3 Authority: Noncontravention............................................................................. 12 5.4 Subsidiaries............................................................................................ 13 5.5 Intellectual Property................................................................................... 13 5.6 Absence of Certain Changes or Events; No Undisclosed Material Liabilities............................... 13
REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY. Public Company hereby represents and warrants to Holding Co and the Shareholders as follows (it being acknowledged that Holding Co and the Shareholders are entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each, as evidenced by the execution of this Agreement by a duly authorized officer of Public Company, constitutes a condition precedent to the obligations of Holding Co and the Shareholders hereunder):
A. Organization, Standing and Power. Public Company is duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. Public Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Public Company Material Adverse Effect. For purposes of this Agreement, the term "Public Company Material Adverse Effect" means any Material Adverse Effect with respect to Public Company, taken as a whole, or any change or effect that adversely, or is reasonably expected to adversely, affect the ability of Public Company to consummate the transactions contemplated by this Agreement in any material respect or materially impairs or delays Public Company's ability to perform its obligations hereunder. Public Company has made available to Holding Co complete and correct copies of its charter documents and bylaws.
