BUYER'S REPRESENTATIONS CONCERNING BUYER COMMON STOCK Sample Clauses

BUYER'S REPRESENTATIONS CONCERNING BUYER COMMON STOCK. The shares of Buyer Common Stock to be issued to the Sellers hereunder, when issued, shall be duly authorized, validly issued, fully paid and nonassessable. Upon the sale of such shares to such Sellers at Closing, the Buyer will transfer to such Sellers the entire legal and beneficial interest in all of such shares free and clear of any Encumbrances arising by or through the Buyer. The execution and delivery of the Buyer Equityholders Agreement has been duly authorized by the Board of Directors of the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize the Buyer Equityholders Agreement or to consummate the transactions contemplated thereby. When executed and delivered by the Buyer, the Buyer Equityholders Agreement shall be duly and validly executed and delivered by the Buyer and shall constitute a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, except that (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Sample 1
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Related to BUYER'S REPRESENTATIONS CONCERNING BUYER COMMON STOCK

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Purchaser's Investment Representations The Purchaser hereby represents that he is acquiring the Restricted Securities purchased hereunder for his own account with the present intention of holding such securities for investment purposes and that he has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 2 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 19, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE MANAGEMENT STOCK PURCHASE AGREEMENT DATED AS OF APRIL 19, 2000, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF AND (B) THE STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 10, 1999, BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Voting Common Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Voting Common Stock, a new certificate representing such shares of Voting Common Stock of like tenor but not bearing a legend of the character set forth above.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Accuracy of the Investor’s Representations and Warranties The representations and warranties of the Investor shall be true and correct in all material respects.

  • Subscriber's Representations and Warranties The Subscriber hereby represents and warrants to and agrees with the Company that:

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