REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Robert C. Shepro and Lindx X. Xxxxxx (xxxividuxxxx, x "Xxxxxxpal Stockholder" and collectively, the "Principal Stockholders") and, prior to the Effective Time, the Company, jointly and severally, represent and warrant to the Buyer and, following the Effective Time, the Surviving Corporation that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule attached hereto (the "Disclosure Schedule"). The Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II, and the disclosures in any paragraph of the Disclosure Schedule shall qualify other paragraphs in the Disclosure Schedule to the extent relevant.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. 1 Organization, Qualification and Corporate Power......................................7 2.2 Capitalization.......................................................................8 2.3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. As a material inducement to Parent and Merger Subsidiary to enter into this Agreement, with the understanding that Parent and Merger Subsidiary will be relying thereon in consummating the transactions contemplated hereunder, the Company and the Principal Stockholders, jointly and severally, hereby represent and warrant to Parent and Merger Subsidiary that except as set forth in the Disclosure Schedule delivered by the Company to Parent and Merger Subsidiary on the date hereof (the “Disclosure Schedule”) the statements contained in this Article 2 are true and correct. The Disclosure Schedule is arranged in sections corresponding to the sections and subsections of this Article 2, and disclosure in one section of the Disclosure Schedule shall constitute disclosure for all sections of the Disclosure Schedule only to the extent to which the applicability of such disclosure is reasonably apparent.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. As of the date hereof and as of the Closing Date, the Company and the Principal Stockholders represent and warrant to Parent, subject to such exceptions as are clearly disclosed in the disclosure letter (referencing the appropriate section number) supplied by the Company and the Principal Stockholders to Parent (the "Company Schedules") in connection with the execution of the Original Agreement and deemed redelivered in connection with the execution of this Agreement and dated as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Subject to the qualifications, exceptions and other disclosures set forth on the Disclosure Schedule attached hereto, the Company and the Principal Stockholders jointly and severally represent and warrant to Acquiror and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and each of the Principal Stockholders, jointly and severally, represent and warrant to LifeMinders, as of the date hereof and as of the Closing Date, that the statements contained in this Article III are true and correct, except as set forth on the Disclosure Schedule attached hereto. The Disclosure Schedule shall be arranged in separate schedules corresponding to numbered and lettered sections contained in Articles III, IV and V, and an item shall be deemed to be disclosed only with respect to the particular section of this Agreement to which such numbered or lettered section corresponds.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. Subject to the limitations contained in this Agreement, the Company and the Principal Stockholders hereby represent and warrant to Parent and Merger Sub that the statements contained in this Section 2 are true and correct, except as expressly set forth on the Disclosure Schedule attached hereto (the “Disclosure Schedule”). The Disclosure Schedule shall be arranged in numbered sections corresponding to the sections contained in this Section 2 and any information disclosed therein under any section of the Disclosure Schedule shall be deemed disclosed and incorporated into any other section of the Disclosure Schedule as and to the extent that it is reasonably apparent on the face of the disclosure contained therein that such deemed disclosure and incorporation would be appropriate.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. 9
4.1 Due Organization; Good Standing; Authority; Binding Nature of Agreements...................................................... 10 4.2 Certificate of Incorporation and Bylaws; Records................ 10 4.3 Capitalization; Ownership of Stock.............................. 11 4.4 Subsidiaries.................................................... 12 4.5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company represents and warrants to, and agrees with, the Underwriters as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PRINCIPAL STOCKHOLDERS. The Company and the Principal Stockholders jointly and severally represent and warrant, to and for the benefit of the Indemnitees, and except as set forth on the Disclosure Schedule attached hereto, as follows:
