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.
Appears in 2 contracts
Samples: Shareholder Voting Agreement (Heartland Financial Usa Inc), Shareholder Voting Agreement (Heartland Financial Usa Inc)
Additional Representations and Warranties of Shareholder. Each Shareholder hereby represents and warrants to Heartland as follows: (ia) the Shareholder is the beneficial owner or the record owner of the Shares indicated set forth on the signature page of this Agreement below the Shareholder’s signature free and clear of any and all EncumbrancesEncumbrances (except for Encumbrances that will be fully discharged prior to the Effective Time); (iib) the Shareholder does not beneficially own any securities shares of AIM Common Stock of Signature other than the Shares set forth on the signature page of this Agreement below the Shareholder’s signature (other than the KSOP Shares and options to acquire any shares of Common StockStock subject to options granted to the Shareholder by Signature); (iiic) 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; (ivd) 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, subject to the Remedies Exception; and (ve) 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 Contractagreement, Governmental Orderjudgment, injunction, order, decree, 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.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Heartland Financial Usa Inc)
Additional Representations and Warranties of Shareholder. Each Shareholder hereby represents and warrants to Heartland as follows: (i) the such Shareholder is the beneficial or record owner of the Shares indicated on the signature page pages of this Agreement free and clear of any and all Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances; (ii) the such Shareholder does not beneficially own any securities of AIM BVBC other than the Shares shares of Common Stock and/or shares of Preferred Stock set forth on the signature page of this Agreement Agreement; and options to acquire shares of Common Stock; (iii) the such 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 such Shareholder and constitutes a valid and binding agreement of the Shareholder enforceable against such Shareholder in accordance with its termsterms subject to the Remedies Exception; and (v) the execution and delivery of this Agreement and the performance by the such 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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, law, regulation or arrangement to which the such Shareholder is a party or by which the such 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 such 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.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Heartland Financial Usa Inc)
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 Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances except, in the case of Control Group Shares, as set forth in the Control Group Agreement; (ii) the Shareholder does not beneficially own any securities of AIM FBLB other than the Shares shares of Common Stock set forth on the signature page of this Agreement or SARs; 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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, Law, regulation 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.
Appears in 1 contract
Additional Representations and Warranties of Shareholder. Each Shareholder hereby represents and warrants to Heartland as follows: :
(ia) the Shareholder is the beneficial owner or the record owner of the Shares indicated set forth on the signature page of this Agreement below the Shareholder’s signature free and clear of any and all EncumbrancesEncumbrances (except for Encumbrances that will be fully discharged prior to the Effective Time); (iib) the Shareholder does not beneficially own any securities shares of AIM Common Stock of Signature other than the Shares set forth on the signature page of this Agreement below the Shareholder’s signature (other than the KSOP Shares and options to acquire any shares of Common StockStock subject to options granted to the Shareholder by Signature); (iiic) 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; (ivd) 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, subject to the Remedies Exception; and (ve) 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 Contractagreement, Governmental Orderjudgment, injunction, order, decree, 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.
Appears in 1 contract
Samples: Shareholder Voting Agreement
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 shares of Common Stock indicated on the signature page of this Agreement free and clear of any and all Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances; (ii) the Shareholder does not beneficially own any securities of AIM Founders other than the Shares shares of Common Stock set forth on the signature page of this Agreement 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 termsterms subject to the Remedies Exception; 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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, law, regulation 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.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Heartland Financial Usa Inc)
Additional Representations and Warranties of Shareholder. Each Shareholder Shareholder, severally but not jointly, 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 Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances; (ii) the Shareholder does not beneficially own any securities shares of AIM Series B Preferred Stock other than the Shares set forth on the signature page of this Agreement 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 56; (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 '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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, law, regulation or arrangement to which the Shareholder is a party or by which the Shareholder (or any of such Shareholder’s '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 's ability to perform such Shareholder’s 's obligations under this Agreement or render inaccurate any of the representations and warranties made by such Shareholder herein.
Appears in 1 contract
Samples: Voting and Termination Agreement (Heartland Financial Usa Inc)
Additional Representations and Warranties of Shareholder. Each Shareholder Shareholder, severally but not jointly, 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 Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances; (ii) the Shareholder does not beneficially own any securities shares of AIM Citywide Common Stock other than the Shares set forth on the signature page of this Agreement 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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, law, regulation 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.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Heartland Financial Usa Inc)
Additional Representations and Warranties of Shareholder. Each Shareholder Shareholder, severally but not jointly, 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 ofthis Agreement free and clear of any and all Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances; (ii) the Shareholder does not beneficially own any securities shares of AIM Series B Preferred Stock other than the Shares set forth on the signature page of this Agreement 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 56; (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 '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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, law, regulation or arrangement to which the Shareholder is a party or by which the Shareholder (or any of such Shareholder’s '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 's ability to perform such Shareholder’s 's obligations under this Agreement or render inaccurate any of the representations and warranties made by such Shareholder herein.
Appears in 1 contract
Samples: Voting and Termination Agreement (Heartland Financial Usa Inc)
Additional Representations and Warranties of Shareholder. Each Shareholder Shareholder, severally but not jointly, 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 Encumbrancespledges, liens, security interests, claims, charges, restrictions, options or encumbrances; (ii) the Shareholder does not beneficially own any securities of AIM CIC other than the Shares set forth on the signature page of this Agreement 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 Contractagreement, Governmental Orderjudgment, Law injunction, order, decree, law, regulation 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.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Heartland Financial Usa Inc)