Representations and Warranties by All Stockholders Sample Clauses

Representations and Warranties by All Stockholders. (a) Each Stockholder which is not an individual, by execution of this Agreement, hereby severally and not jointly represents and warrants to the other Stockholders and to SII as follows: (i) The execution, delivery and performance of this Agreement by such Stockholder have been duly authorized by all requisite corporate or other appropriate action. This Agreement has been duly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder enforceable in accordance with its terms, except to the extent limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights; (ii) Subject to compliance with the HSR Act and any similar requirements of foreign jurisdictions, neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with the terms and provisions hereof, will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the charter or by-laws or agreement or certificate of partnership or limited partnership of such Stockholder, or of any applicable law, or of any order, writ, injunction or decree of any court, administrator or arbitrator, or of any trust agreement or other agreement or instrument which is applicable to such Stockholder under which such Stockholder is obligated or by which any of such Stockholder's property is bound; and (iii) Such Stockholder is acquiring the shares of SII Common Stock acquired hereunder (and the shares of Surviving Corporation Common Stock into which such shares of SII Common Stock will be converted) for its own account, and not with a view to any resale or distribution thereof. Such Stockholder understands that such shares are "restricted securities" within the meaning of Rule 144 of the Commission and that if such Stockholder in the future should decide to dispose of such shares, it may do so only in compliance with the Securities Act and any applicable state blue sky or securities laws and that such shares may be legended accordingly. Such Stockholder further understands that the transferability of such shares is further restricted by the terms of this Agreement. (b) Each Stockholder who is an individual, by execution of this Agreement, hereby severally and not jointly represents and warrants to the other Stockholders and to SII as follows: (i) This Agreement has been duly executed ...
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Representations and Warranties by All Stockholders. Section 7.3 Additional Representations and Warranties by Continuing Holders..................................... ARTICLE VIII
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Related to Representations and Warranties by All Stockholders

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows: (a) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale. (b) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Regulation D thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith. (d) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

  • Representations and Warranties of Investors Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of a Note as follows:

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