Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of OTM listed on Schedule 1.01(b) acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the "Securities Act"]) directly or indirectly unless:
Covenants, Representations and Warranties of the Shareholders. Each Shareholder hereby represents, warrants and covenants to Company, severally and not jointly, as follows:
Covenants, Representations and Warranties of the Shareholders. (a) Each Shareholder hereby severally represents, warrants and covenants to Chauvco, with respect to himself and his Shareholder Shares only, as follows:
Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of TURNKEY listed on Schedule 1.01(b) acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the “Securities Act”]) directly or indirectly unless:
Covenants, Representations and Warranties of the Shareholders. Each Shareholder severally covenants with and represents and warrants to NAT as follows, and acknowledges that NAT is relying upon such covenants, representations and warranties in connection with the execution, delivery and performance of this Agreement:
Covenants, Representations and Warranties of the Shareholders. Each Shareholder, severally but not jointly, represents and warrants to Equifax and AqSub as follows:
Covenants, Representations and Warranties of the Shareholders. Each Shareholder hereby severally represents, warrants and covenants to US Co as follows:
Covenants, Representations and Warranties of the Shareholders. SECTION 2.01. Each Shareholder represents and warrants to Arotech that:
Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of MEDIX acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the “Securities Act”]) directly or indirectly unless:
Covenants, Representations and Warranties of the Shareholders. (a) The shareholders of MEDIX acknowledge and agree that they are acquiring the Exchange Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Exchange Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the “Securities Act”]) directly or indirectly unless: (i) the sale is to MDXL; (ii) the Exchange Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the seller has furnished to MDXL an opinion of counsel to that effect or such other written opinion as may be reasonably required by MDXL. (b) The shareholders of MEDIX acknowledge and agree that the certificates representing the Exchange Shares shall bear a restrictive legend, substantially in the following form: “THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.” (c) The Shareholders represent and warrant that they: (i) are not aware of any advertisement of any of the Exchange Shares being issued hereunder; and (ii) acknowledge and agree that MDXL will refuse to register any transfer of the shares not made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws. 3 (iii) acknowledge and agree to MDXL making a notation on its records or giving instructions to the registrar and transfer agent of MDXL in order to implement the restrictions on transfer set forth and described herein. ARTICLE III.
