Representations and Warranties of the Company and the Purchaser. The Company and the Purchaser hereby represent and warrant and covenant to the Company Securityholder and GCL, acknowledging that each of the Company Securityholder and GCL is relying upon such representations, warranties and covenants in entering into this Agreement:
Representations and Warranties of the Company and the Purchaser. Except as set forth in the Disclosure Schedule delivered by the Company to Seller prior to the execution of this Agreement (the "Purchaser Disclosure Schedule"), which Purchaser Disclosure Schedule shall reference disclosure items by section, the Purchaser, jointly and severally, represent and warrant to the Sellers and Central Telcom that:
Representations and Warranties of the Company and the Purchaser. I. The Company represents and warrants to, and agrees with, you that:
(a) Each of the Company and the subsidiaries listed on Annex I (the "Subsidiaries")
(i) has been duly organized and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, (ii) has all requisite corporate power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and (iii) is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification except, with respect to clauses (i) (as it relates to good standing, other than good standing of the Company in the State of Delaware) and (iii), where the failure to be so qualified or in good standing does not and could not reasonably be expected to (x) individually 2 4 or in the aggregate, result in a material adverse effect on the properties, business, results of operations, condition (financial or otherwise), affairs or prospects of the Company and the Subsidiaries, taken as a whole, (y) interfere with or adversely affect the issuance or marketability of the Securities pursuant hereto or (z) in any manner draw into question the validity of this Agreement (any of the events set forth in clauses (x), (y) or (z), a "Material Adverse Effect").
(i) As of November 30, 1999, the capitalization of the Company consisted of the following:
(1) 150,000,000 shares of Common Stock, (A) 51,823,129 shares of which were issued and outstanding, (B) 10,096,491 shares of which were reserved for future issuance to employees pursuant to outstanding stock options under the Stock Option Plans (as defined below), (C) 17,617,317 shares of which were reserved for future issuance upon the conversion or exercise of securities convertible into or exercisable for shares of Common Stock and (D) 4,645,823 shares of which were reserved for future issuance for the payment of dividends on the Existing Preferred Stock (as defined below); and
(2) 2,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"), (A) 600,000 of which were designated Series B Redeemable Exchangeable Preferred Stock (the "Series B Preferred Stock"), 421,890 of which were issued and outstanding, (B) 40,000 of which were designated Series C Preferred Stock, none of which were issued and outstanding, (C) 69,000 of w...
Representations and Warranties of the Company and the Purchaser. The Company and Purchaser each represent and warrant to the Seller:
3.1 The Company and Purchaser are fully authorized and empowered without restriction to execute and deliver this Agreement and to perform each of their covenants and agreements hereunder. When executed and delivered by the Company and Purchaser, this Agreement constitutes the valid and binding obligation of the Company and the Purchaser enforceable against the Company and the Purchaser in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
3.2 The Purchaser hereby represents and warrants that (i) the Purchaser is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D, (ii) the Purchaser and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information deemed material to making an informed investment decision regarding the purchase of the Amended and Restated Debentures, which have been requested by the Purchaser, (iii) the Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management, (iv) the Purchaser understands that its investment in the Amended and Restated Debentures involves a high degree of risk (including the risk that the Company may not honor conversions), and (v) the Purchaser has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Amended and Restated Debentures.
Representations and Warranties of the Company and the Purchaser
