Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Stockholder. Selling Stockholder represents and warrants to, and agrees with, the Underwriters as follows:
(i) This Agreement has been duly authorized, executed and delivered by Selling Stockholder, and constitutes a valid, legal and binding obligation of Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, agreement or instrument to which Selling Stockholder is a party or by which it is bound or to which any of its property is subject, or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over Selling Stockholder or any of its properties, except for violations and defaults that individually or in the aggregate would not reasonably be expected to result in a material adverse effect in Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Option Securities by Selling Stockholder, except as may be required under the Exchange Act, the 1933 Act, state securities or blue sky laws, the bylaws, rules and regulations of FINRA or the bylaws, rules and regulations of the Nasdaq Capital Market; and Selling Stockholder has the power and authority to enter into this Agreement and to sell the Option Securities as contemplated by this Agreement.
(ii) Except as disclosed in writing to the Representative, Selling Stockholder is, on the date hereof, the record and beneficial owner of all of the Option Securities to be sold by the Selling Stockholder hereunder free and clear of all liens, encumbrances, equities and claims and has duly indorsed such Option Securities in blank or has duly signed a stock power assigning all right, title and interest to the Option Securities to be sold by Selling Stockholder, with all sig...
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each International Manager as of the date hereof and as of the Closing Time, and agrees with each International Manager, as follows:
Representations and Warranties by the Selling Stockholder. The Selling Stockholder, severally and not jointly, represents and warrants to each Underwriter, as of the date hereof, and as of the Closing Time, and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each U.S. Underwriter as of the date hereof, as of the Closing Time and, if the Selling Stockholder is selling U.S. Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each U.S. Underwriter, as follows:
(i) ACCURATE DISCLOSURE. To the extent that any statements or omissions made in the Registration Statement or Prospectuses, or any amendment or supplement thereto, are made in reliance on, and in conformity with, written information furnished to the Company by or on behalf of the Selling Stockholder specifically for use in the preparation thereof, each such part of the Registration Statement, when it became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading, and each such part of either of the Prospectuses, or of any amendments or supplements thereto, at the time it was issued and as of the Closing Time, did not include nor will it include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Selling Stockholder is not prompted to sell the Securities to be sold by the Selling Stockholder hereunder by any material nonpublic information concerning the Company or any subsidiary of the Company which is not set forth in the Prospectuses. The Company and the Underwriters acknowledge that the statements relating to such Selling Stockholder under the heading "Selling Stockholder" in any Prospectus, and under the heading "Item 1. Business--May 1996 Recapitalization and August 1997 Reincorporation" in the Company's Form 10-K which is incorporated by reference into the Prospectuses (but only insofar as such paragraphs purport to describe agreements to which the Selling Stockholder is a party), constitute the only information furnished in writing by or on behalf of such Selling Stockholder for inclusion in the Registration Statement or any Prospectus.
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each Underwriter as of the date hereof, as of the Closing Time and as of each Date of Delivery (if any), and agrees with each Underwriter, as follows:
(i) ACCURATE DISCLOSURE. None of the statements made in any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by the Selling Stockholder expressly for use in such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each U.S. Underwriter as of the date hereof, as of the Closing Time and, if the Selling Stockholder is selling U.S. Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each U.S. Underwriter, as follows:
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, and as of the Closing Time as follows:
(i) The Selling Stockholder has no knowledge of any material fact, condition or information not disclosed in the Disclosure Package that has had, or is reasonably likely to have, a Material Adverse Effect.
(ii) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder, and, assuming due authorization, execution and delivery by the parties hereto (other than the Selling Stockholder), is a valid and binding agreement of the Selling Stockholder.
(iii) The Selling Stockholder has duly and irrevocably exercised the Options for the purchase of the Selling Stockholder Shares to be sold by the Selling Stockholder pursuant to this Agreement by virtue of its Exercise Notice, and such exercise is valid and binding upon the Selling Stockholder.
(iv) The execution and delivery of this Agreement and its Exercise Notice, and the purchase, sale and delivery of the Selling Stockholder Shares to be sold by the Selling Stockholder pursuant to this Agreement and the Options, as applicable, and the consummation of the transactions contemplated herein and therein and compliance by the Selling Stockholder with its obligations hereunder and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Selling Stockholder Shares to be sold by the Selling Stockholder or any property or assets of the Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder may be bound, or to which any of the property or assets of the Selling Stockholder is subject, (B) violate or conflict with the provisions of the charter or limited liability company agreement of the Selling Stockholder, if applicable, or (C) violate or conflict with any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any court or public, governmental or regulatory agency or body having jurisdiction over the Selling Stockholder or any of its properties, except, with respect to clauses (A) and (C), conflicts or violations that could no...
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to the Sales Agent as of the date hereof and as of the Closing Date, and agrees with the Sales Agent, as follows:
Representations and Warranties by the Selling Stockholder. The Selling Stockholder represents and warrants to the Underwriter at the date hereof, the Applicable Time and the Closing Time (as defined below), and agrees with the Underwriter, as follows:
