Covenants, Representations and Warranties of Stockholder. (a) Stockholder hereby represents, warrants and covenants to Parent and Sub as follows:
Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to, and agrees with, the Company as follows:
(a) The signature page to this Agreement lists all of the Preferred Stock, Company common stock and options and warrants to acquire Company common stock owned by Stockholder. Stockholder is the sole record and beneficial owner of that number of shares of Preferred Stock set forth on the signature page hereto (other than to the extent that (i) shares held by an entity may be deemed to be beneficially owned by certain persons in control of such entity and (ii) all or a portion of Stockholder’s shares may be held by a broker in street name). Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Stock, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement;
(b) Stockholder (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority (corporate or otherwise) and full legal right to execute and deliver this Agreement and perform its obligations hereunder. Stockholder (if a natural person) has the requisite legal capacity and competency, and the full legal right to execute and deliver this Agreement and perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement enforceable against Stockholder in accordance with its terms except (i) as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights, and (ii) that 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 therefore may be brought;
(c) Except for filings, authorizations, consents and approvals as may be required under the Securities Act and the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal governmental authority, or any other person, is necessary for the execution of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby, and (ii) n...
Covenants, Representations and Warranties of Stockholder. The Stockholder hereby represents and warrants to, and agrees with, the Company as follows:
Covenants, Representations and Warranties of Stockholder. The Stockholder hereby represents and warrants to, and agrees with, Parent and Sub as follows:
Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents, warrants and covenants to Parent as follows:
Covenants, Representations and Warranties of Stockholder. Each Stockholder, severally and not jointly, hereby represents and warrants to and agrees with Larscom as follows:
Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to and agrees with SupportSoft as follows:
Covenants, Representations and Warranties of Stockholder. Each Stockholder, severally and not jointly, hereby represents and warrants to and agrees with Verilink as follows:
Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to and agrees with SAFLINK as follows:
Covenants, Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to and agrees with VINA as follows:
