REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to Sponsor and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to PubCo, the Company and each Shareholder as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants to, and agrees with, Investor that:
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to the Founder Holders and the Company as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC. Except (a) as set forth in any SPAC SEC Filings filed or submitted on or prior to the date hereof (excluding (i) any disclosures in any risk factors section that do not constitute statements of fact, any disclosures in any forward-looking statements disclaimer and any other disclosures that are generally cautionary, predictive or forward-looking in nature and (ii) any exhibits or other documents appended thereto) (it being acknowledged that nothing disclosed in such SPAC SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 4.2, Section 4.6 and Section 4.13); (b) as set forth in the disclosure letter delivered by SPAC to the Company on the date of this Agreement (the “SPAC Disclosure Letter”) or (c) as otherwise explicitly contemplated by this Agreement, SPAC represents and warrants to the Company as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to the Company the following, except as set forth in (i) the SPAC SEC Filings (excluding “risk factors” or predictive or forward-looking statements) or (ii) the disclosure letter delivered to the Company by SPAC on the date of this Agreement (the “SPAC Disclosure Letter”), which exceptions shall, in the case of clause (ii), be deemed to be part of the representations and warranties made hereunder subject to, and in accordance with, Section 11.9 (and any reference in this Agreement or any Ancillary Agreement to this Article IV or any provision thereof shall be deemed to refer to such Article or provision as modified by the SPAC Disclosure Letter in accordance with Section 11.9).
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC hereby represents and warrants to each of the Stockholders as follows:
(a) The execution and delivery by SPAC of this Agreement does not, and the performance of this Agreement by SPAC will not, (i) conflict with or violate the governing documents of SPAC, (ii) conflict with or violate any Law applicable to SPAC, (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which SPAC is a party or by which SPAC is bound or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except, with respect to clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults, consents, approvals, authorizations, permits or filings or other occurrences that, individually or in the aggregate, are not reasonably expected to prevent, materially delay or materially impede the performance by SPAC of its obligations under this Agreement.
(b) SPAC has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by SPAC of this Agreement, the performance by SPAC of its obligations hereunder and the consummation by SPAC of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action and no other corporate actions on the part of SPAC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SPAC and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms subject to the Remedies Exceptions.
(c) The SPAC Board has approved the acquisition of New SPAC Common Stock by the Stockholders in the Merger for purposes of Section 203 of the Delaware General Corporation Law and no “business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-t...
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC makes the representations and warranties contained in this Section 10 as of the date hereof to Acquirer, intending that Acquirer rely on each of such representations and warranties in order to induce Acquirer to enter into and consummate the Transactions.
REPRESENTATIONS AND WARRANTIES OF SPAC. SPAC represents and warrants to each Supporting Holder and the Company that:
