REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. PubCo, Merger Sub 1 and Merger Sub 2 (each, an “Acquisition Entity”) hereby jointly and severally represent and warrant to SPAC and the Company, the following:
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. The Acquisition Entities (with respect to PubCo and New SubCo, as of the date each of which delivered its signature page hereto) jointly and severally represent and warrant to the Company and the Sellers as of the date hereof and as of the Share Exchange Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. Each Acquisition Entity represents and warrants to the Company and Acquiror, on behalf of itself only, as of the date hereof, as follows (except in the case of Section 6.9 and Section 6.10, which representations and warranties are made solely by PubCo):
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. Except as set forth in the Acquiror Disclosure Letter (each section of which, subject to Section 13.10, qualifies the correspondingly numbered and lettered representations and warranties in this Article VII), each Acquisition Entity represents and warrants to the Company and Acquiror as of the date hereof, on behalf of itself only, as follows (except in the case of Section 7.9, Section 7.10 and Section 7.11, which representations and warranties are made solely by PubCo):
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. Section 6.1. Company Organization 70 Section 6.2. Due Authorization 70 Section 6.3. No Conflict 71 Section 6.4. Litigation and Proceedings 71 Section 6.5. Governmental Authorities; Consents 71 Section 6.6. Capitalization of Acquisition Entities 72 Section 6.7. Brokers’ Fees 73 Section 6.8. Business Activities 73 Section 6.9. Consideration Shares 73 Section 6.10. Foreign Private Issuer and Emerging Growth Company 73 Section 6.11. Intended Tax Treatment 73 Section 6.12. No Outside Reliance 73 ARTICLE VII COVENANTS OF THE COMPANY & THE ACQUISITION ENTITIES Section 7.1. Conduct of Business 74 Section 7.2. Inspection 78 Section 7.3. Preparation and Delivery of Additional Company Financial Statements 79 Section 7.4. Related Party Agreements 80 Section 7.5. Alternative Proposals 80 Section 7.6. Exchange Listing 80 Section 7.7. Notice of Developments 80 Section 7.8. No Trading 81 Section 7.9. Shareholder Litigation 81 Section 7.10. PubCo 81 Section 7.11. Employee Matters 81 Section 7.12. Post-Acquisition Closing Directors and Officers of PubCo 82 Section 7.13. Shareholder Proxies 82 Section 7.14. Transaction Documents 83 ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. Section 7.1. Company Organization 58 Section 7.2. Due Authorization 58 Section 7.3. No Conflict 58 Section 7.4. Litigation and Proceedings 59 Section 7.5. Governmental Authorities; Consents 59 Section 7.6. Capitalization of Acquisition Entities 59 Section 7.7. Brokers’ Fees 59 Section 7.8. Business Activities 59 Section 7.9. Consideration Shares 60 Section 7.10. Subscription Agreements 60 Section 7.11. Foreign Private Issuer and Emerging Growth Company 60 Section 7.12. Intended Tax Treatment 60 ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. PubCo, Exchange Sub and Merger Sub, when joined as parties to this Agreement, hereby jointly and severally represent and warrant to SPAC, the following:
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. Except as disclosed in the Xxxxxxx Disclosure Letter, Xxxxxxx and the Acquisition Entities hereby represent and warrant to SPAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. Holdco, Amalgamation Sub and Merger Sub, when joined as parties to this Agreement, hereby jointly and severally represent and warrant to SPAC, the following:
REPRESENTATIONS AND WARRANTIES OF THE ACQUISITION ENTITIES. The Acquisition Entities hereby jointly and severally represent and warrant to the Company and CGAC the following:
