REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES. 53 Section 4.1 Organization and Qualification 53 Section 4.2 Authority 53 Section 4.3 Consents and Requisite Governmental Approvals; No Violations 54 Section 4.4 Brokers 54 Section 4.5 Information Supplied 55 Section 4.6 Capitalization of the Acquiror Parties 55 Section 4.7 SEC Filings 55 Section 4.8 Trust Account 56 Section 4.9 Litigation 56 Section 4.10 Compliance with Applicable Law 57 Section 4.11 Internal Controls; Listing; Financial Statements 57 Section 4.12 No Undisclosed Liabilities 58 Section 4.13 Tax Matters 58 Section 4.14 Investigation; No Other Representations 59 Section 4.15 Exclusivity of Representations and Warranties 59
REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES. Except as set forth in (a) the Acquiror Schedules (but subject to the terms of Section 8.8) or (b) any Acquiror SEC Reports (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), each of the Acquiror Parties hereby represents and warrants to the Company, in each case, as of the date of this Agreement and as of the First Effective Time, as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES. 48 Section 5.1 Organization and Qualification 48 Section 5.2 Authority 48 Section 5.3 Consents and Requisite Governmental Approvals; No Violations 49 Section 5.4 Brokers 49 Section 5.5 Capitalization 50 Section 5.6 Trust Account 50 Section 5.7 Transactions with Affiliates 51 Section 5.8 Litigation 51 Section 5.9 Compliance with Applicable Law 51 Section 5.10 Merger Sub Activities 52 Section 5.11 Internal Controls; Listing; Financial Statements 52 Section 5.12 No Undisclosed Liabilities 53 Section 5.13 Employee Matters 53 Section 5.14 Tax Matters 54 Section 5.15 SEC Filings 55 Section 5.16 Information Supplied 55 Section 5.17 Investigation; No Other Representations 56 Section 5.18 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 56 ARTICLE 6 COVENANTS 57 Section 6.1 Conduct of Business of the Company 57 Section 6.2 Efforts to Consummate 60 Section 6.3 Confidentiality and Access to Information 62 Section 6.4 Public Announcements 63 Section 6.5 Tax Matters 64 Section 6.6 Non-Solicitation 66 Section 6.7 Preparation of Registration Statement and Proxy Statement 67 Section 6.8 Acquiror Stockholder Approval 69 Section 6.9 Merger Sub Member Approval 69 Section 6.10 Conduct of Business of Acquiror 70 Section 6.11 NYSE Listing 72 Section 6.12 Trust Account 72 Section 6.13 Acquiror Indemnification 72 Section 6.14 Company Indemnification 73 Section 6.15 Post-Closing Directors and Officers 74 Section 6.16 Expense Statement 75 Section 6.17 No Claim Against the Trust Account 75 Section 6.18 Section 16 of the Exchange Act 76 Section 6.19 Notification of Certain Matters 76 Section 6.20 Transaction Litigation 76 Section 6.21 Holder Approval 76
REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES. Subject to Section 9.8, (a) except as set forth on the Acquiror Disclosure Schedules, or (b) except as set forth in any Acquiror SEC Reports filed with the SEC prior to the date of this Agreement (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature), each Acquiror Party hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES RELATING TO THE ACQUIROR PARTIES. Subject to Section 9.8, except as set forth in the Acquiror Disclosure Schedules, each Acquiror Party hereby represents and warrants to the Company, as of the date of this Agreement and as of the Closing Date, as follows:
