BY EACH STOCKHOLDER Clause Samples
BY EACH STOCKHOLDER. Each of the Stockholders represents and warrants to Apple that, as applied solely to himself, all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct:
(a) (i) he will be acquiring the shares of Apple Common Stock to be issued pursuant to Section 2.04 to him solely for his account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he is not a party to any agreement or other arrangement for the disposition of any shares of Apple Common Stock other than this Agreement and the Registration Rights Agreement; (iii) he is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative; (iv) he (A) is able to bear the economic risk of an investment in the Apple Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple Common Stock, or (2) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Apple, the plans for the operations of the business of Apple, the business, operations and financial condition of the Other Founding Companies and any plans of Apple for additional acquisitions, or his Purchaser Representative has asked all questions of the nature described in the immediately preceding clause, and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative;
(b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury;
(c) except as set forth in Section 3.01(c) of the Dis...
BY EACH STOCKHOLDER. The Stockholders severally represent and warrant to, and agree with, RW that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the IPO Closing Date, true and correct:
(a) (i) each Stockholder will acquire the shares of RW Common Stock to be issued pursuant to Article II to the Stockholder solely for the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution;
BY EACH STOCKHOLDER. Each Stockholder, severally and not jointly, represents and warrants to the &ompany and each other Stockholder, with respect to itself and the Shares held by such Stockholder, that:
(a) The Stockholder acknowledge and agree that as of the Effective Date of this Agreement, the ownership of the &orporation's shares is as follows:
i) ▇▇▇▇▇▇▇ ▇▇▇, serving as &hief Executive Office & &hief Technology Officer, owns 5,668,OOO shares representing S8.34% of the &ompany's issued and outstanding &ommon Stock.
ii) ▇▇▇▇▇ ▇▇▇, serving as President, owns 5,666,OOO shares representing S8.33% of the &ompany's issued and outstanding &ommon Stock
iii) Bella &ohen, serving as &hief Revenue Officer, owns 5,666,OOO shares representing S8.33% of the &ompany's issued and outstanding &ommon Stock.
(b) Stockholder has full capacity and, if Stockholder is an Entity, the power and authority as such Entity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. For each Stockholder that is an Entity, the execution and delivery of this Agreement, the performance of its obligations hereunder, and its consummation of the transactions contemplated hereby have been duly authorized by all requisite Entity action of such Stockholder. ▇▇▇▇▇▇▇▇▇▇▇ has duly executed and delivered this Agreement.
(c) This Agreement constitutes the legal, valid, and binding obligation of Stockholder, enforceable against such Stockholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(d) Stockholder's execution, delivery, and performance of this Agreement and its consummation of the transactions contemplated hereby do not: (i) conflict with or result in any violation or breach of any provision of any of the governing documents of such Stockholder; (ii) conflict with or result in any violation or breach of any provision of any Law applicable to such Stockholder; or (iii) require any consent of, filing with, or other action by, or in respect of, any Person under any provision of any material agreement or other instrument to which the Stockholder is a party or any Law applicable to such Stockholder.
(e) Except for this Agreement, Stockholder has not entered into or agreed to be bou...