Additional Representations and Warranties of Shareholders. Each Shareholder represents and warrants to Buyer with respect to himself or herself, as of the date hereof and as of the Closing, as follows:
Additional Representations and Warranties of Shareholders. 22 4.1 Organization, Standing and Authority of Shareholders............. 22 4.2 Execution and Delivery; No Conflicts............................. 23 4.3
Additional Representations and Warranties of Shareholders. Each of the Shareholders hereby represents and warrants to SuperShuttle and Merger Sub as of the date hereof, and again at the Effective Time, with respect to itself each of the following:
Additional Representations and Warranties of Shareholders. Each Shareholder hereby severally represents and warrants to Buyer as follows:
Additional Representations and Warranties of Shareholders. The Shareholders severally, and not jointly, represent and warrant to Subsidiary and Why USA as follows:
Additional Representations and Warranties of Shareholders. Each Shareholder represents and warrants to TA as follows:
(a) such Shareholder has all necessary power and authority to execute and deliver this Voting Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby;
(b) this Voting Agreement has been duly executed and delivered by such Shareholder;
(c) this Agreement constitutes the valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms;
(d) the Shares described on SCHEDULE A hereto are the only voting securities of TP owned by such Shareholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind except for the Share Exchange Agreement (in the case of Saunxxxx). Xpon any exercise or conversion of the Convertible Securities, each Shareholder will own his TP Common Shares free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind except for the Share Exchange Agreement (in the case of Saunxxxx);
(e) the Convertible Securities and the shares subject thereto described on SCHEDULE B are the only derivative or convertible securities, or rights to acquire securities, of TP owned by such Shareholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind (except pursuant to the terms of such instruments);
(f) Each Shareholder acknowledges that he Beneficially Owns (as hereinafter defined) his Shares and that upon exercise or conversion of the Convertible Securities, he will Beneficially Own the TP Common Shares. "Beneficially Owns" or "Beneficial Owner" with respect to any securities shall mean having beneficial ownership of such securities as determined pursuant to Section 13d-3 under the Exchange Act, including pursuant to any agreement, arrangement or understanding, whether or not in writing.
Additional Representations and Warranties of Shareholders. With respect to the Non-Registered Pathways Common Stock, Shareholders hereby further represents and warrants to Pathways that:
Additional Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to NETFRAN that:
Additional Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to GNDM that:
Additional Representations and Warranties of Shareholders. In addition to the representations and warranties set forth in Section 5 above, each Shareholder represents and warrants to Compuware as follows, as of the date of this Agreement and as of the Closing Date:
(a) Upon the execution and delivery of this Agreement and each Related Agreement to which such Shareholder is a party, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting the enforcement of creditors' rights and remedies generally.
(b) Such Shareholder's execution, delivery and performance of this Agreement and the Related Agreements to which such Shareholder is a party will not (1) constitute a breach or violation of (A) any Law or (B) any material agreement, indenture, deed of trust, mortgage loan agreement or other material instrument to which such Shareholder is a party or is bound or affected; (2) constitute a violation of any order, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound; or (3) result in the acceleration of any material debt owed by such Shareholder.
(c) Such Shareholder understands and agrees that the shares of Compuware Stock to be received by such Shareholder upon conversion of such Shareholder's shares of MIS Shares or Simco Shares in the Mergers have not been registered under the Securities Act and other than pursuant to its obligations under the Registration Rights Agreement, Compuware is not nor will it be under any obligation to register such shares of Compuware Stock under the Securities Act. Such Shareholder further understands and agrees that such shares of Compuware Stock will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that, as such, such shares of Compuware Stock must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from the registration requirements thereof is available. Such Shareholder is acquiring the shares of Compuware Stock to be received by such Shareholder upon conversion of such Shareholder's shares of stock in the Merger for such Shareholder's own account for investment and not for, with a...
