Representations and Warranties of the Company and the Parent. The Company and the Parent represent and warrant to the Buyer as follows:
Representations and Warranties of the Company and the Parent. The Company and the Parent jointly and severally represent and warrant to each Underwriter that:
Representations and Warranties of the Company and the Parent. The Company and the Parent jointly and severally represent and warrant to, and agree with, each Initial Purchaser that:
Representations and Warranties of the Company and the Parent. Each of the Parent and the Company jointly and severally represents and warrants to and agrees with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.
(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus, as amended or supplemented (if applicable) based upon information relating to any Underwriter furnished to the Company in writing by any such Underwriter through you expressly for use therein.
(c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”).
(d) Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described ...
Representations and Warranties of the Company and the Parent. The Company and the Parent hereby jointly and severally represent and warrant to Acquiror as follows:
Representations and Warranties of the Company and the Parent. Each of the Company and the Parent hereby represents and warrants to CHUB and its stockholders as follows:
(a) Parent is a corporation validly existing and in good standing under the laws of the State of Delaware and the Company is a corporation validly existing and in good standing under the laws of the State of Kansas.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been approved by all necessary action on the part of the Parent and the Company and do not: (i) violate any provisions of their respective certificates of incorporation or by-laws; (ii) violate any other agreements or instruments to which either of them is a party or by which either of them is bound; (iii) violate any applicable law, rule or regulation; or (iv) require the Parent or the Company to obtain any consents, approvals, authorizations, waivers or actions of, or make any filings with, or give any notices to, any governmental authority or any third party, including pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, except as set forth on Schedule 11(b) hereto. The Parent and the Company have full legal right and power and all authority and approvals required to execute and deliver this Agreement and to perform fully their obligations hereunder. This Agreement has been duly executed and delivered by each of the Parent and the Company, and assuming due execution and delivery hereof by CHUB, this Agreement will be legal, valid and binding obligations of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms.
(i) The authorized capital stock of the Parent consists of 5,000,000 shares of Class A Common Stock. As of the date of this Agreement, (x) 1,264,246 shares of Class A Common Stock are issued and outstanding, (y) 82,125 shares of Class A Common Stock are reserved for issuance upon exercise of options issued pursuant to the NBC Acquisition Corp. 1998 Performance Stock Option Plan, adopted June 30, 1998, as amended, and the NBC Acquisition Corp. 1998 Stock Option Plan, adopted June 30, 1998, as amended and (z) no shares of Class A Common Stock are held in treasury by the Parent. The authorized capital stock of the Company consists of 50,000 shares of Common Stock, par value $1.00 per share, of which 100 shares are issued and outstanding and owned by the Parent. Except as set forth on Schedule 11(c) hereto, all of the outstanding sha...
Representations and Warranties of the Company and the Parent. Each of the Company, the Parent and Vasogen, Corp. jointly and severally represents and warrants to the Buyer as of the date hereof as follows:
Representations and Warranties of the Company and the Parent. To induce Buyer to enter into this Agreement, the Company and the Parent each, jointly and severally, represent and warrant to Buyer that the statements contained in this Article IV are correct and complete as of the date of this Agreement and shall be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).
Representations and Warranties of the Company and the Parent. The Parent, with respect to itself and its Subsidiaries, and the Company, with respect to itself and its Subsidiaries, represent and warrant to you that:
Representations and Warranties of the Company and the Parent. Each of the Parent and the Company hereby represents and warrants to Seller as follows:
