Representations of Parent and Merger Sub. Each of Parent and Merger Sub hereby represents and warrants to the Company as follows:
(a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations under the Merger Agreement (as amended by this Amendment) and to consummate the Merger, subject only to the filing of the Certificate of Merger pursuant to Delaware law.
(b) This Amendment has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, the Merger Agreement (as amended by this Amendment) constitutes the valid and binding agreement of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be subject to Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the rights of creditors and rules of Law governing specific performance, injunctive relief or other equitable remedies.
Representations of Parent and Merger Sub. Parent and Merger Sub hereby, jointly and severally, represent and warrant to the Company that:
Representations of Parent and Merger Sub. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows, each of which representations and warranties shall continue to be true as of the Effective Time:
(a) Organization, Standing and Authority of Parent. Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware, with the full corporate power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified to do business and in good standing to do business in any jurisdiction where the ownership or leasing of the property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. As of the Execution Date, Parent is not required to be qualified to do business in any state other than Delaware. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Representations of Parent and Merger Sub. Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as of the Execution Date, provided that such representations and warranties shall also be considered re-confirmed and re-warranted as of the Closing Date, that except as set forth in the disclosure schedule delivered to the Company by Parent, as supplemented or updated on or prior to the Closing Date (the “Parent Disclosure Schedule”), which shall be arranged in sections corresponding to the numbered sections of this Section 4, it being agreed that disclosure of any item on the Parent Disclosure Schedule shall be deemed disclosure with respect to all Sections of this Agreement if the relevance of such item is reasonably apparent from the face of the Parent Disclosure Schedule:
(a) Organization, Standing and Authority of Parent and Merger Sub. Parent is duly organized, validly existing and in good standing under the laws of the State of Texas, with the full corporate power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified to do business and in good standing to do business in any jurisdiction where the ownership or leasing of the property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Representations of Parent and Merger Sub. Parent and Merger Sub jointly and severally hereby represent and warrant to the Company that:
(a) Parent has all limited liability company power and authority, and Merger Sub has all corporate power and authority, required to execute and deliver this Amendment and to consummate the Merger and the other transactions contemplated hereby and to perform each of its obligations hereunder.
(b) The execution, delivery and performance by Parent and Merger Sub of this Amendment and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by the Merger Agreement, as amended by this Amendment, have been duly and validly authorized by the Board of Directors of Parent and Merger Sub. No other corporate proceedings other than those previously taken or conducted on the part of Parent or Merger Sub are necessary to approve this Amendment. This Amendment has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due and valid execution and delivery of this Amendment by the Company, this Amendment constitutes a legal, valid and binding agreement of Parent and Merger Sub, respectively, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and general equitable principles.
(c) Parent has delivered to the Company true and complete copies of the Assignment of Equity Rollover Commitments, dated as of even date herewith, between Parent and Xxxxxxxx Partners (the “Equity Rollover Assignment”), pursuant to which Parent has assigned its rights under the Equity Rollover Commitments to Xxxxxxxx Partners.
(d) Parent has delivered to the Company true and complete copies of the amended and restated Debt Financing Commitments dated as of even date herewith (collectively, the “Amended and Restated Debt Financing Commitments”). Each of the representations and warranties contained in Section 5.7 of the Merger Agreement is true and accurate as if made anew as of the date of this Amendment.
Representations of Parent and Merger Sub. (a) The fair market value of the Parent stock and other consideration received by each Camixx Xxxaware shareholder will be approximately equal to the fair market value of the Camixx Xxxaware stock surrendered in exchange therefor.
(b) Merger Sub will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by Camixx Xxxaware immediately prior to the transaction. For purposes of this representation, amounts paid by Camixx Xxxaware to shareholders who receive cash or other property, amounts paid to Camixx Xxxiana Members in connection with the pro rata distribution of the proceeds with respect to the exercise of certain options and warrants to the Members of Camixx Xxxiana prior to the exercise of such options and warrants (the "Distribution"), Camixx Xxxaware assets used to pay its reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by Camixx Xxxaware immediately preceding the transfer, will be included as assets of Camixx Xxxaware held immediately prior to the transaction.
(c) Prior to the transaction, Parent will be in control of Merger Sub within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended (the "Code").
(d) Following the transaction, Merger Sub will not issue additional shares of its stock that would result in Parent losing control of Merger Sub within the meaning of Code Section 368(c).
(e) Parent has no plan or intention to reacquire any of its stock issued in the transaction.
(f) Parent has no plan or intention to liquidate Merger Sub; to merge Merger Sub with and into another corporation; to sell or otherwise dispose of the stock of Merger Sub; or to cause Merger Sub to sell or otherwise dispose of any of the assets of Camixx Xxxaware acquired in the transaction, except for dispositions made in the ordinary course of business or transfers described in Code Section 368(a)(2)(C).
(g) Following the transaction, Merger Sub will continue the historic business of Camixx Xxxaware or use a significant portion of Camixx Xxxaware's business assets in a business.
(h) Parent and Merger Sub will pay their respective expenses, if any, incurred in connection with the transaction.
(i) There is no intercorporate indebtedness existing between Parent and Camixx Xxxaware or between Merger Sub and Camixx Xxxaware that was issued, acquired, or will be settled at a discount.
(j) Neither Parent nor ...
Representations of Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company that the following statements are true and correct as of the Execution Date, except where another date is specified, and will be true and correct as of the Closing Date:
Representations of Parent and Merger Sub. Parent hereby represents to the Company as of the date hereof and as of the Closing as follows:
Representations of Parent and Merger Sub. Each of Parent and ---------------------------------------- Merger Sub hereby represents and warrants to the Company as follows:
(a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Amendment, to perform its obligations under the Merger Agreement (as amended by this Amendment) and to consummate the transactions contemplated by the Merger Agreement (as amended by this Amendment).
(b) The execution and delivery of this Amendment by Parent and Merger Sub have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Amendment.
(c) This Amendment has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, the Merger Agreement (as amended by this Amendment) constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or principles governing the availability of equitable remedies).
Representations of Parent and Merger Sub. Parent and Merger Sub hereby represent and warrant to the Stockholder as follows:
(a) ORGANIZATION, STANDING AND CORPORATE POWER. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each has adequate corporate power and authority to own its properties and carry on its business as presently conducted. Each of Parent and Merger Sub has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.
