Common use of Company Representations, Warranties and Agreements Clause in Contracts

Company Representations, Warranties and Agreements. The Company represents and warrants to, and agrees with, each Shareholder that: (i) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any United States federal, state, local, or other governmental authority or any court or other tribunal is required by the Company for the execution, delivery or performance of this Agreement by the Company (except filings under the Securities Act which will be made and any consents under blue sky or state securities laws which will be obtained). (ii) The Company shall not enter into any transaction involving the issuance or transfer by any other Person of Other Securities to a Shareholder, or any merger or consolidation in which it is not the surviving Person or any sale, lease or other transfer of all or substantially all the assets of the Company, unless effective provision is made for the assumption by such other Person, jointly and severally with the Company if the Company shall remain in existence, of all of the obligations of the Company hereunder, and in the case of any such issuance or transfer, the registration of such Other Securities on the same basis as the registration of the other Registrable Securities hereunder. (iii) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries pursuant to any provisions of (A) the articles of incorporation, by-laws or similar governing documents of the Company or any of its subsidiaries, (B) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (C) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound or affected as soon as the conditions can be so satisfied. (iv) The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act, will make available "adequate current public information concerning the Company within the meaning of paragraph (c) of Rule 144" and that it will take such further action as any Shareholder may reasonably request, all to the extent required from time to time to enable such Shareholder to sell Registrable Securities without registration pursuant to the available exemptions under the Securities Act. Upon the request of any Shareholder, the Company will deliver to it a written statement as to whether it has complied with such requirements. The Company further covenants to use its reasonable efforts to cause all conditions to the availability of Form S-3 (or any successor form) under the 1933 Act for the filing of registration statements under this Agreement to at all times be satisfied.

Company Representations, Warranties and Agreements. The Company represents and warrants to, and agrees with, each Shareholder the Holder that: (ia) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any United States federal, state, local, or other governmental authority or any court or other tribunal is required by the Company for the execution, delivery or performance of this Agreement by the Company (except filings under the Securities Act which will be made and any consents under state, local, securities or blue sky or state securities laws which will be obtained). (ii) The Company shall not enter into any transaction involving the issuance or transfer by any other Person of Other Securities to a Shareholder, or any merger or consolidation in which it is not the surviving Person or any sale, lease or other transfer of all or substantially all the assets of the Company, unless effective provision is made for the assumption by such other Person, jointly and severally with the Company if the Company shall remain in existence, of all of the obligations of the Company hereunder, and in the case of any such issuance or transfer, the registration of such Other Securities on the same basis as the registration of the other Registrable Securities hereunder. (iiib) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries pursuant to any provisions of (A) the articles certificate of incorporation, by-laws or similar governing documents of the Company or any of its subsidiaries, (B) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (C) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound or affected as soon as the conditions can be so satisfiedaffected. (ivc) The Company covenants that it will file any reports required to be filed by it under the Securities Act and Act, the Exchange Act, and will make available "adequate current public information concerning the Company within the meaning of paragraph (c) of Rule 144" and that it will take such further action as any Shareholder may reasonably request, all to the extent required from time to time to enable such Shareholder to sell Registrable Securities without registration pursuant to the available exemptions under the Securities Act. Upon the request of any Shareholderthe Holder, the Company will deliver to it a written statement as to whether it has complied with such requirements. The Company further covenants to use its reasonable efforts to cause all conditions to the availability of Form S-3 (or any successor form) under the 1933 Act for the filing of registration statements under this Agreement to at all times be satisfied.

Company Representations, Warranties and Agreements. The Company represents and warrants to, and agrees with, each Shareholder that: (ia) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any United States federal, state, local, or other governmental authority or any court or other tribunal is required by the Company for the execution, delivery or performance of this Agreement by the Company (except filings under the Securities Act and/or Canadian Securities Laws which will be made and any consents under state, local, provincial or territorial securities or blue sky or state securities laws which will be obtained). (iib) The Company shall not enter into any transaction involving the issuance or transfer by any other Person of Other Securities to a Shareholder, or any merger or consolidation in which it is not the surviving Person or any sale, lease or other transfer of all or substantially all the assets of the Company, unless effective provision is made for the assumption by such other Person, jointly and severally with the Company if the Company shall remain in existence, of all of the obligations of the Company hereunder, and in the case of any such issuance or transfer, the registration of such Other Securities on the same basis as the registration of the other Registrable Securities hereunder. (iiic) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries pursuant to any provisions of (A) the articles of incorporation, by-laws or similar governing documents of the Company or any of its subsidiaries, (B) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (C) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound or affected as soon as the conditions can be so satisfiedaffected. (ivd) The Company covenants that it will file any reports required to be filed by it under the Securities Act, the Exchange Act and the Exchange ActCanadian Securities Laws, will make available "adequate current public information concerning the Company within the meaning of paragraph (c) of Rule 144" 144 and that it will take such further action as any Shareholder may reasonably request, all to the extent required from time to time to enable such Shareholder to sell Registrable Securities without registration pursuant to the available exemptions under the Securities ActAct and/or Canadian Securities Laws. Upon the request of any Shareholder, the Company will deliver to it a written statement as to whether it has complied with such requirements. The Company further covenants to use its reasonable efforts to cause all conditions to the availability of Form S-3 (or any successor form) under the 1933 Act for the filing of registration statements under this Agreement to at all times be satisfied.

Company Representations, Warranties and Agreements. The Company represents and warrants to, and agrees with, each Shareholder Infineon that: (i) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any United States federal, state, local, or other governmental authority or any court or other tribunal is required by the Company for the execution, delivery or performance of this Agreement by the Company (except filings under the Securities Act which will be made and any consents under blue sky Blue Sky or state securities laws which will be obtained). (ii) The Company shall not enter into any transaction involving the issuance or transfer by any other Person of Other Securities to a ShareholderHolder, or any merger or consolidation in which it is not the surviving Person Person, or any sale, lease or other transfer of all or substantially all the assets of the Company, unless effective provision is made for the assumption by such other Person, jointly and severally with the Company if the Company shall remain in existence, of all of the obligations of the Company hereunder, and in the case of any such issuance or transfer, the registration of such Other Securities on the same basis as the registration of the other Registrable Securities hereunder. (iii) The execution and delivery of this Agreement by the Company does do not, and the consummation performance of the transactions contemplated hereby Company's obligations hereunder will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of the Company or any of its subsidiaries pursuant to any provisions of (Ai) the articles of incorporation, by-laws or similar governing documents of the Company or any of its subsidiaries, (Bii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (Ciii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound or affected as soon as the conditions can be so satisfiedaffected. (iv) The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act, that it will make available "adequate current public information concerning the Company within the meaning of paragraph (c) of Rule 144" and that it will take such further action as any Shareholder Holder may reasonably request, all to the extent required from time to time to enable such Shareholder Holder to sell Registrable Securities without registration under the Securities Act pursuant to the available exemptions under the Securities Actprovided by Rule 144. Upon the request of any ShareholderHolder, the Company will deliver to it a written statement as to whether it has complied with such requirements. . (v) The Company further covenants shall not grant to use its reasonable efforts any Person the right to cause all conditions to request a registration of securities of the availability of Form S-3 (or any successor form) Company under the 1933 Securities Act for or the filing right to be included as a selling stockholder in connection with any registration of registration statements under this Agreement Registrable Securities if the rights so granted would be in conflict with or adversely affect the rights granted to at all times Infineon hereunder without the prior written consent of Infineon, which consent may be satisfiedwithheld in Infineon's sole discretion.

Company Representations, Warranties and Agreements. The Company -------------------------------------------------- represents and warrants to, and agrees with, each Shareholder Infineon that: (i) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any United States federal, state, local, or other governmental authority or any court or other tribunal is required by the Company for the execution, delivery or performance of this Agreement by the Company (except filings under the Securities Act which will be made and any consents under blue sky Blue Sky or state securities laws which will be obtained). (ii) The Company shall not enter into any transaction involving the issuance or transfer by any other Person of Other Securities to a ShareholderHolder, or any merger or consolidation in which it is not the surviving Person Person, or any sale, lease or other transfer of all or substantially all the assets of the Company, unless effective provision is made for the assumption by such other Person, jointly and severally with the Company if the Company shall remain in existence, of all of the obligations of the Company hereunder, and in the case of any such issuance or transfer, the registration of such Other Securities on the same basis as the registration of the other Registrable Securities hereunder. (iii) The execution and delivery of this Agreement by the Company does do not, and the consummation performance of the transactions contemplated hereby Company's obligations hereunder will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of the Company or any of its subsidiaries pursuant to any provisions of (Ai) the articles of incorporation, by-laws or similar governing documents of the Company or any of its subsidiaries, (Bii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (Ciii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound or affected as soon as the conditions can be so satisfiedaffected. (iv) The Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act, that it will make available "adequate current public information concerning the Company within the meaning of paragraph (c) of Rule 144" and that it will take such further action as any Shareholder Holder may reasonably request, all to the extent required from time to time to enable such Shareholder Holder to sell Registrable Securities without registration under the Securities Act pursuant to the available exemptions under the Securities Actprovided by Rule 144. Upon the request of any ShareholderHolder, the Company will deliver to it a written statement as to whether it has complied with such requirements. . (v) The Company further covenants shall not grant to use its reasonable efforts any Person the right to cause all conditions to request a registration of securities of the availability of Form S-3 (or any successor form) Company under the 1933 Securities Act for or the filing right to be included as a selling stockholder in connection with any registration of registration statements under this Agreement Registrable Securities if the rights so granted would be in conflict with or adversely affect the rights granted to at all times Infineon hereunder without the prior written consent of Infineon, which consent may be satisfiedwithheld in Infineon's sole discretion.

Company Representations, Warranties and Agreements. The Company represents and warrants to, and agrees with, each Shareholder Stockholder that: (ia) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement. This Agreement has been duly authorized, executed, and delivered by the Company. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any United States federal, state, local, or other governmental authority or any court or other tribunal is required by the Company for the execution, delivery or performance of this Agreement by the Company (except filings under the Securities Act and/or Canadian Securities Laws which will be made and any consents under state, local, provincial or territorial securities or blue sky or state securities laws which will be obtained). (iib) The Company shall not enter into any transaction involving the issuance or transfer by any other Person of Other Securities to a ShareholderStockholder, or any merger or consolidation in which it is not the surviving Person or any sale, lease or other transfer of all or substantially all the assets of the Company, unless effective provision is made for the assumption by such other Person, jointly and severally with the Company if the Company shall remain in existence, of all of the obligations of the Company hereunder, and in the case of any such issuance or transfer, the registration of such Other Securities on the same basis as the registration of the other Registrable Securities hereunder. (iiic) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries pursuant to any provisions of (A) the articles of incorporation, by-laws or similar governing documents of the Company or any of its subsidiaries, (B) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (C) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets may be bound or affected as soon as the conditions can be so satisfied. (ivd) The Company covenants that it will file any reports required to be filed by it under the Securities Act, the Exchange Act and the Exchange ActCanadian Securities Laws, will make available "adequate current public information concerning the Company within the meaning of paragraph (c) of Rule 144" 144 and that it will take such further action as any Shareholder Stockholder may reasonably request, all to the extent required from time to time to enable such Shareholder Stockholder to sell Registrable Securities without registration pursuant to the available exemptions under the Securities ActAct and/or Canadian Securities Laws. Upon the request of any ShareholderStockholder, the Company will deliver to it a written statement as to whether it has complied with such requirements. The Company further covenants to use its reasonable efforts to cause all conditions to the availability of Form S-3 (or any successor form) under the 1933 Act for the filing of registration statements under this Agreement to at all times be satisfied.