ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder hereby, severally and not jointly, represents and warrants to Group 1 and Merger Sub that:
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Stockholder hereby severally makes to Buyer each of the representations and warranties set forth in this Section 3 with respect to such Stockholder. No Stockholder shall have any right of indemnity or contribution from the Company or any Subsidiary with respect to the breach of any representation or warranty hereunder.
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each ------------------------------------------------------------- of the Stockholders severally represents and warrants to the Company as follows:
(a) such Stockholder is acquiring the shares of Buyer Common Stock for his or her own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement, such Stockholder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof;
(b) such Stockholder has had such opportunity as he has deemed adequate to obtain from representatives of the Buyer such information as is necessary to permit the Stockholder to evaluate the merits and risks of my investment in the Buyer. The Stockholder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Merger Shares and to make an informed investment decision with respect to such acquisition. The Stockholder understands that: (i) the Merger Shares have not been registered under the Securities Act and are "restricted securities" within the meaning of Rule 144 under the Securities Act, and (ii) the Merger Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available;
(c) such Stockholder has full power and authority to enter into and to perform this Agreement in accordance with its terms;
(d) such Stockholder has good, valid and marketable title to the Company Shares held by him or her, free and clear of all liens, claims, pledges, options, adverse claims, charges, encumbrances, assessments or restrictions or any other charges of any nature whatsoever; and
(e) subject to the filing of the Certificate of Merger as required by the Delaware General Corporation Law and the Articles of Merger as required by The Business Corporation Act of the State of Illinois, neither the execution and delivery of this Agreement by such Stockholder, nor the consummation by such Stockholder of the transactions contemplated hereby, will (a) require on the part of such Stockholder any filing with, or permit, authorization, consent or approval of, any Governmental Entity; (b) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) ...
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Except as set forth in the Disclosure Schedule prepared pursuant to Section 7.16 each Stockholder, solely with respect to himself or itself, represents and warrants, to and for the benefit of the Purchaser Indemnitees, as follows:
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Subject to the limitations contained in this Agreement, each Stockholder severally and not jointly and severally represents and warrants to the Purchaser as follows:
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. 19 SECTION 4.1. Title to Company Stock.....................................20 SECTION 4.2.
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. In addition to the representations and warranties made by the Stockholders in Article III hereof, each of the Stockholders hereby represents and warrants to Acquiror and Merger Sub as follows:
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder, severally and not jointly, represents and warrants to GlobalSCAPE as follows:
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. 45 3.37.1 COMPANY SHARES........................................................................45 3.37.2
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Stockholder hereby severally makes to Buyer each of the representations and warranties set forth in this Section 3.37 with respect to such Stockholder, subject in all cases with respect to any Stockholder who or which is a member of the Rothschild Group to the provisions of the introductory paragraph of this Section 3 and Section 5.7 hereof. Except to the extent of the liability of Xxxxxx X. Xxxxxxx and Xxxxxxxxx xx Xxxxxxxxxx for Breaches or asserted Breaches of this Section 3.37 by any member of the Rothschild Group, no Stockholder will have liability for the Breach or asserted Breach of this Section 3.37 by any other Stockholder. No Stockholder shall have any right of indemnity or contribution from the Company with respect to the Breach or asserted Breach of any representation or warranty hereunder.
