Representation and Warranty of Parent. Parent represents and warrants, as of the Effective Date, as follows: a. Parent has full power and authority, and has obtained all necessary consents and approvals to enter into this Agreement and to exercise its rights and perform its obligations hereunder, and all corporate and other actions required to authorize its execution of this Agreement and the performance of its obligations hereunder have been duly taken. b. The Merger Agreement, as amended, and the Amendment No. 1 to the Merger Agreement are in full force and effect and enforceable against Parent. c. When issued, the Parent Common Shares and the Parent Warrants issued to the Investors upon submission of their Ordinary Shares of the Company and Company Warrants by the Company, and the Parent Common Shares issued to the Investors upon exercise of the Parent Warrants, will be duly authorized and validly issued, and (other than in the case of the Parent Warrants) fully paid and non-assessable. d. When issued, the Parent Warrants will be duly executed and delivered by, and will binding on, and enforceable against, Parent.
Appears in 2 contracts
Sources: Agreement for the Transfer and Assumption of Obligations Under the Securities Purchase and Registration Rights Agreements (AIT Therapeutics, Inc.), Agreement for the Transfer and Assumption of Obligations Under the Securities Purchase and Registration Rights Agreements (AIT Therapeutics, Inc.)