Representations and Agreements of Holders Sample Clauses

Representations and Agreements of Holders. Each Holder of an Equity-Linked Security, by its acceptance thereof:
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Representations and Agreements of Holders. Each Holder of a Purchase Contract by its acceptance thereof:
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Representations and Agreements of Holders. Each purchaser, Holder and beneficial owner of Equity-Linked Securities by its acceptance thereof:
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Representations and Agreements of Holders. The Holder agrees that it will vote in favor of and fully support the Reorganization Plan provided that (i) the terms of the Reorganization Plan and all related documents are consistent in all material respects with, or more favorable to the Holder than, the terms set forth in Exhibit A; (ii) the Bankruptcy Case is filed by 31st March 2000, and (iii) the Reorganization Plan is confirmed by the Bankruptcy Court not later than 21 August 2000. Notwithstanding any other provision of this Agreement, the Reorganization Plan will provide that if the order confirming the Reorganization Plan is not substantially consistent with the Reorganization Plan and EXHIBIT A hereto, it shall be a condition to confirmation that the order be satisfactory to Holder and the Company and that any amendment to the Reorganization Plan or waiver of conditions to confirmation and effectiveness shall require the consent of Holder and the Company. The Holder agrees that until the termination of this Letter Agreement, the Holder will not sell or transfer any or all of such Holder's Notes, Debentures, or Claims unless the transferee (the "Transferee") of such Notes, Debentures or Claims agrees to be bound by the terms of this Letter Agreement prior to such transfer. The Holder agrees that, so long as it receives notice not later than 24 March 2000 that the Company has received signed Letter Agreements from the Required Holders, it will forbear from instituting or participating in any action with respect to the Notes, the Debenture and the Claims against CHS, CHS affiliates being sold pursuant to the Strategic Plan or CHS affiliates that are participating in the sale pursuant to the Strategic Plan, including but not limited to filing any involuntary bankruptcy petition (or other insolvency proceeding) against CHS until after 31st March 2000. Except as provided herein, Holder retains any and all rights and remedies against CHS and IBM and Seagate retain any and all rights and remedies with respect to CHS affiliates in foreign insolvency proceedings. The Holder further represents and warrants to the Company that:
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Related to Representations and Agreements of Holders

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

  • Representations and Warranties of Holders Each Holder, severally and not jointly, hereby represents and warrants as follows:

  • REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

  • Representations of Holder The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

  • Representations and Warranties of Holder Holder represents and warrants to the Company as follows:

  • Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.

  • Representations and Warranties of Holdings Holdings hereby represents and warrants as follows:

  • Representations and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates shall remain operative and in full force and effect regardless of any investigation made by any party, and shall survive the Termination Date.

  • Representations and Warranties of the Holders Each Holder, severally and not jointly, represents and warrants to the Company that:

  • Representation, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

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