Representations and Warranties; Covenant. 1.11.1 Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement. Each Investor hereby represents, warrants and covenants to the other Investors that it has not entered into any agreement, arrangement or understanding with any other Investor, any other potential investor, group of investors, or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement (including exhibits) and the Merger Agreement.
Representations and Warranties; Covenant. (a) Each Investor hereby represents, warrants and covenants to the other Investors that: (i) it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the party of such Investor and no other proceedings or procedures are necessary to approve this Agreement, (iii) this Agreement has been duly executed and delivered by such Investor and constitutes a valid and binding agreement of such Investor enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law), and (iv) such Investor’s execution, delivery and performance of this Agreement will not violate: (A) if such Investor is a corporate entity, any provision of its organizational documents or (B) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Investor.
Representations and Warranties; Covenant. (a) Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Proxy Statement will cause a breach of the representations and warranties of Parent and Merger Sub set forth in SECTION 5.04 of the Merger Agreement. Each Investor hereby represents, warrants and covenants to the other Investors that it has not entered, and will not enter, into any agreement, arrangement or understanding with any other Investor, any other potential investor or acquiror or group of potential investors or acquirors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement and other than any debt financing agreements and arrangements between Affiliates of the Investors. Each Investor who is contributing Rollover Contribution Shares (as defined in such Investor's Equity Commitment Letter) hereby represents and warrants to the other Investors that it will not transfer, and will have at the Closing, the Rollover Contribution Shares.
Representations and Warranties; Covenant. (a) Each Party hereby represents, warrants and covenants to the other Parties that: (i) he or it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by him or it have been duly authorized by all necessary action on the part of such Party and no other proceedings or procedures are necessary to approve this Agreement, (iii) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law), and (iv) such Party’s execution, delivery and performance of this Agreement will not violate (A) any provision of its organizational documents, if such Party is a corporate entity, or (B) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party.
Representations and Warranties; Covenant. The Corporation will use commercially reasonable efforts not to undertake any action that could reasonably result in any material representation and warranty being made untrue up until the Closing Date.
Representations and Warranties; Covenant. The Borrower and each Guarantor hereby represents and warrants that (i) this Amendment constitutes its legal, valid and binding obligation, enforceable against each such party in accordance with its terms and (ii) there is no consent, approval or other requirement known to the Borrower or such Guarantor which could reasonably be expected to impair or materially delay the Borrower's or such Guarantor's ability to perform its obligations under this Amendment and (iii) no Default or Event of Default exists and is continuing.
Representations and Warranties; Covenant. (a) Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Company Proxy Statement or Schedule 13E-3 will cause a breach of the representation and warranty of Parent set forth in Section 5.5 of the Merger Agreement. Each Investor hereby represents, warrants and covenants to the other Investors that it has not entered, and will not enter, into any agreement, arrangement or understanding with any other Investor, any other potential investor or acquiror or group of potential investors or acquirors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement (including Schedule B), and other than any debt financing agreements and arrangements between affiliates of the Investors. Each Investor who is contributing Rollover Contribution Shares (as defined in such Investor’s Equity Commitment Letter) hereby represents and warrants to the other Investors that it will not transfer (other than transfers to Permitted Family Transferees who become parties to this Agreement and the obligations under its Equity Commitment Letter), and will have at Closing, the Rollover Contribution Shares.
Representations and Warranties; Covenant. Each Guarantor warrants and represents to the Collateral Agent for the benefit of the Purchasers that it is duly authorized to execute, deliver and perform this Guaranty, that this Guaranty is legal, valid, binding and enforceable against such Guarantor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles, that such Guarantor's execution, delivery and performance of this Guaranty do not violate or constitute a
Representations and Warranties; Covenant. (a) Each Guarantor hereby represents and warrants that this Guaranty (i) has been duly executed and delivered by each Guarantor that is party hereto and (ii) constitutes a legal, valid and binding obligation of such Guarantor, enforceable against each Guarantor that is party hereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.
Representations and Warranties; Covenant. The authorized capital stock of the Company as of the Effective Date consists of 100,000,000 shares of Common Stock, 52,132,100 shares of which are outstanding (fully diluted), 25,000,000 shares of Preferred Stock, none of which are outstanding,. The Company has reserved 7,500,000 shares of Common Stock for issuance to employees, consultants and advisors under its stock option plan. Except as set forth in this Section 18, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of capital stock or other securities of the Company. To the extent that, at any time during the term of this agreement, the number of shares subject to the Option (as defined in Exhibit A) constitute less than one percent (1%) of the Company’s capital stock on a fully diluted basis (which definition of fully diluted shall include all outstanding options to purchase common stock and any other securities exercisable for or convertible into to common stock), then the vesting of the Option shall be accelerated such that at such time that the shares subject to the Option constitute less than one percent (1.00%) of the Company’s capital stock on a fully diluted basis, one hundred percent (100%) of the Option shall be exercisable immediately upon such event and as of such time, and Consultant shall have the right to terminate this Agreement with no penalties.
