Representations and Warranties of the Surviving Corporation Sample Clauses

Representations and Warranties of the Surviving Corporation. The Surviving Corporation hereby represents and warrants to the Merging Corporation and the shareholders of the Merging Corporation as follows: 6.1 The Surviving Corporation has full right, power, and authority, without the consent or authorization of any third party (other than those identified on Schedule 6.1), to execute, deliver, and perform its obligations under this Agreement, which constitutes the legal, valid, and binding obligation of the Surviving Corporation, enforceable in accordance with its terms, except that (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights and (b) injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. The Surviving Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the State of Oregon. Neither the Surviving Corporation nor any of its agents or representatives has engaged any broker or finder in connection with the transactions contemplated by this Agreement, other than Veber Partners, LLC, who was engaged by the Board of Directors of the Surviving Corporation to provide an opinion as to the fairness from a financial point of view to the stockholders of the Surviving Corporation of the consideration to be paid by the Surviving Corporation in connection with the proposed transactions contemplated by this Agreement. 6.2 The execution, delivery, and performance by the Surviving Corporation of this Agreement does not constitute a violation of, or constitute a default under, any agreement, instrument, or commitment to which the Surviving Corporation is a party or by which the Surviving Corporation is bound. 6.3 Upon the issuance thereof, the shares to be delivered to the shareholders of the Merging Corporation pursuant to Section 2 above shall duly be authorized, validly issued, and fully paid.
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Representations and Warranties of the Surviving Corporation. As an inducement for the Surviving Corporation and Stanford to enter into this Agreement and to consummate the Merger, the Surviving Corporation represents and warrants to, and covenants and agrees with, the Merging Corporation and Stanford that, except as otherwise expressly provided by or disclosed in the Transaction Documents (including any schedules or exhibits thereto):
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Representations and Warranties of the Surviving Corporation. The Surviving Corporation represents and warrants to Royale Petroleum that the statements contained in this Article 4are true and correct in all material respects, except as set forth in the disclosure schedule delivered to Royale Petroleum by the Surviving Corporation on or before the date of this Agreement (the "Surviving Corporation Disclosure Schedule"). The Surviving Corporation Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered Sections contained in this Article 4 and the disclosures in any paragraph shall qualify only the corresponding Section in this Article 4.
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Representations and Warranties of the Surviving Corporation. The Surviving Corporation represents and warrants to Safescript that the statements contained in this Article 4 are true and correct in all material respects, except as set forth in the disclosure schedule delivered to Safescript by the Surviving Corporation on or before the date of this Agreement (the "Surviving Corporation Disclosure Schedule"). The Surviving Corporation Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered Sections contained in this Article 4 and the disclosures in any paragraph shall qualify only the corresponding Section in this Article 4.
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Representations and Warranties of the Surviving Corporation. The Surviving Corporation represents and warrants to the Merging Corporation as set forth in Schedule 1.8.
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Representations and Warranties of the Surviving Corporation. The Surviving Corporation warrants and represents to IL that:
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Representations and Warranties of the Surviving Corporation. The Surviving Corporation represents and warrants to BWAVE and the BWAVE stockholders that the statements contained in this Section 2 are correct and complete as of the date of this Merger Agreement and at and as of the Effective Date. (i) The Surviving Corporation is duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Surviving Corporation has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. (ii) The entire authorized capital stock of the Surviving Corporation consists of 75,000,000 shares of Common stock, $0.001 par value. 9,100,000 shares of Common Stock are issued and outstanding. Prior to the Effective Time, all shares of the Surviving Corporation’s stock with the exception of 4,100,000 shares of the Surviving Corporation’s Common Stock that are issued and outstanding, shall be redeemed and paid for by the Surviving Corporation such that the shares of Common Stock of the Surviving Corporation that the BWAVE stockholders shall receive pursuant to this Merger Agreement will represent approximately 54.9% of the Surviving Corporation’s voting and outstanding stock. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Surviving Corporation to issue, sell, or otherwise cause to become outstanding any of its authorized capital. There are no outstanding or authorized stock options, stock appreciation, phantom stock, profit participation, or similar rights with respect to the Surviving Corporation. All shares transferred to BWAVE shareholders which have been outstanding at any time prior to the Effective Time will be transferred free and clear of all adverse claims.
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Representations and Warranties of the Surviving Corporation 
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Related to Representations and Warranties of the Surviving Corporation

  • Representations and Warranties of the Sub-Advisor The Sub-Advisor represents and warrants to the Advisor and the Trust as follows: (a) The Sub-Advisor is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a limited liability partnership duly organized and validly existing under the laws of the Commonwealth of Massachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its partners and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV.

  • Representations and Warranties of the Sub-Adviser The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations and Warranties of the Corporation The Corporation represents and warrants that (i) it is a corporation duly incorporated and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to issue the Class A Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Corporation and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Class A Common Stock) have been duly authorized by all necessary corporate action on the part of the Corporation, including but not limited to all actions necessary to ensure that the acquisition of shares Class A Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s Board of Directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations” of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby (collectively, “Takeover Laws”), (iv) this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Corporation and the consummation by the Corporation of the transactions contemplated hereby will not (A) result in a violation of the Certificate of Incorporation of the Corporation or the Bylaws of the Corporation or (B) conflict with, 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, any agreement, indenture or instrument to which the Corporation is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Corporation or by which any property or asset of the Corporation is bound or affected, except with respect to clauses (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations, that would not reasonably be expected to have a material adverse effect on the Corporation or its business, financial condition or results of operations.

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

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