Additional Representations and Warranties of Shareholder. Each Shareholder hereby represents and warrants to Heartland as follows: (i) the Shareholder is the beneficial or record owner of the Shares indicated on the signature page of this Agreement free and clear of any and all Encumbrances; (ii) the Shareholder does not beneficially own any securities of AIM other than the Shares set forth on the signature page of this Agreement and options to acquire shares of Common Stock; (iii) the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 5; (iv) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding agreement of the Shareholder enforceable against such Shareholder in accordance with its terms; and (v) the execution and delivery of this Agreement and the performance by the Shareholder of such Shareholder’s agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any Contract, Governmental Order, Law or arrangement to which the Shareholder is a party or by which the Shareholder (or any of such Shareholder’s assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect the Shareholder’s ability to perform such Shareholder’s obligations under this Agreement or render inaccurate any of the representations and warranties made by such Shareholder herein.
Additional Representations and Warranties of Shareholder. Shareholder further represents and warrants to Pathways that:
Additional Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as follows: Shareholder has all necessary capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder. Assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of Shareholder enforceable against Shareholder in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or general equitable Shareholder does not (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon Shareholder, nor require any consent, notification, regulatory filing or approval or (b) result in any breach of or constitute a default (or an event that 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, or result in the creation of a lien or encumbrance on any of the Shares owned by Shareholder pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Shares owned by Shareholder are bound or affected.
Additional Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent and Acquisition, as to itself, as follows, knowing that each of Parent and Acquisition is relying hereon in entering into the transactions contemplated hereby:
Additional Representations and Warranties of Shareholder. The Shareholder hereby represents and warrants to SuperShuttle as of the date hereof, and again at the Effective Time, with respect to herself each of the following:
Additional Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as follows: Shareholder has all necessary capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder. Assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of Shareholder enforceable against Shareholder in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or general equitable principles (whether considered in a proceeding in equity or at law). The Shares are the only voting securities of the Company owned (beneficially or of record) by Shareholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind. Other than the Irrevocable Proxy, Shareholder has not appointed or granted any irrevocable proxy, which appointment or grant is still effective, with respect to the Shares. The execution and delivery of this Agreement by Shareholder does not (a) conflict with or violate any agreement, law, rule, regulation, order, judgment or decision or other instrument binding upon Shareholder, nor require any consent, notification, regulatory filing or approval or (b) result in any breach of or constitute a default (or an event that 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, or result in the creation of a lien or encumbrance on any of the Shares owned by Shareholder pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or the Shares owned by Shareholder are bound or affected.
Additional Representations and Warranties of Shareholder. Except as set forth in the correspondingly numbered section of the Disclosure Schedule, Shareholder represents and warrants to TBA as follows:
Additional Representations and Warranties of Shareholder. Shareholder represents and warrants to Purchaser as follows:
Additional Representations and Warranties of Shareholder. 6.1 The Shareholder who will receive the Shares represents, acknowledges and warrants the following to GNZR, and agrees that such representations, acknowledgements and warranties shall be automatically reconfirmed on the Closing Date:
(a) Shareholder recognizes that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act,” or the “Act”), nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Shares is registered under the 1933 Act or unless an exemption from registration is available. Shareholder may not sell the Shares without registering them under the 1933 Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale.
(b) Shareholder acknowledges that he:
(1) is a “sophisticated investor”, and
(2) has had an opportunity to and in fact has thoroughly reviewed GNZR’s periodic report (Form 10-K and 10-Q) filings, current report filings (Form 8-K) and the audited and unaudited financial statements, risk factors, results of operations and related business disclosures described therein at http:///www. SEC. gov (“XXXXX”); has had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from a person or persons acting on behalf of GNZR regarding such information; and has no pending questions as of the date of this Agreement;
(c) Shareholder has such knowledge and experience in financial and business matters such that Shareholder is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Shares;
(d) Shareholder recognizes that an investment in GNZR is a speculative venture and that the total amount of consideration tendered in connection with this Agreement is placed at the risk of the business and may be completely lost. The ownership of the Shares as an investment involves special risks;
(e) Shareholder realizes that the Shares cannot readily be sold as they will be restricted securities and therefore the Shares must not be accepted unless Shareholder has liquid assets sufficient to assure that Shareholder can provide for current needs and possible personal contingencies;
(f) Shareholder confirms and represents that he is able (i) to bear the economic risk of the Shares, (ii) to hold...
Additional Representations and Warranties of Shareholder
