Representations and Warranties of Company Stockholders. Each Company Stockholder represents and warrants to Parent as follows:
Representations and Warranties of Company Stockholders. Each Company Stockholder, upon their execution of a Joinder, and on a several and not joint and several basis, represents and warrants to BLAC as follows:
Representations and Warranties of Company Stockholders. The Company Stockholder hereby represents and warrants to, and agrees with, Parent and iGo as follows:
Representations and Warranties of Company Stockholders. Each Company Stockholder (severally, and not jointly and severally) hereby represents and warrants to, and agrees with, Parent and Sub as follows:
Representations and Warranties of Company Stockholders. Each Company ------------------------------------------------------ Stockholder, severally and not jointly, represents and warrants to the Parent as follows:
(a) As of the date hereof, such Company Stockholder is the record and beneficial owner of, or is a trustee of a trust that is the record holder of, the number of Shares set forth opposite such Company Stockholder's name in Schedule A hereto. Except for such Company Stockholder's Shares, such Company Stockholder is not the record or beneficial owner of any shares of Company Common Stock.
(b) This Agreement has been duly executed and delivered by such Company Stockholder and such Company Stockholder intends for this to be a valid and binding agreement and will not take any action to contest the valid and binding nature of this Agreement. If such Company Stockholder is a natural person, such Company Stockholder (i) has the full power and capacity necessary to enter into and perform his or her obligations under this Agreement, (ii) has read all provisions of this Agreement, has reviewed such provisions with counsel to the extent such Company Stockholder deemed appropriate, understands each of such provisions and voluntarily agrees to be bound thereby and (iii) if such Company Stockholder is married and such Company Stockholder's Shares constitute community property, this Agreement has been duly executed and delivered by and constitutes a valid and binding agreement of such Company Stockholder's spouse and such Company Stockholder's spouse intends for this to be a valid and binding agreement and will not take any action to contest the valid and binding nature of this Agreement. If such Company Stockholder is an entity, such Company Stockholder is duly organized, validly existing and in good standing under the laws of the state of its organization with full power and authority necessary to enter into this Agreement and to perform its obligations hereunder. If such Company Stockholder is a partnership, such partnership is duly formed, validly existing and in good standing under the laws of the state of its organization with full partnership power and authority necessary to enter into this Agreement and to perform its obligations hereunder.
(c) Neither the execution and delivery of this Agreement nor the consummation by such Company Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding,...
Representations and Warranties of Company Stockholders. Except, with respect to any Section of this Article IV, as set forth in the schedule set forth in the Disclosure Schedules delivered by the Company Stockholders to the Parent on the date of this Agreement that specifically relates to such Section or in another schedule of such Disclosure Schedules to the extent it is reasonably apparent from the text of such disclosure that such disclosure is applicable to such Section, each Company Stockholder, severally, but not jointly, represents and warrants to Parent, Merger Sub and Merger Sub LLC as follows:
Representations and Warranties of Company Stockholders. Each Company Stockholder, severally with respect to itself and not jointly, represents and warrants to Parent as follows (with the understanding that Parent and the Merger Sub are relying on such representations and warranties in entering into and performing this Agreement):
Representations and Warranties of Company Stockholders. Company Stockholders represent and warrant to CVC and the Companies as follows:
Representations and Warranties of Company Stockholders. 22 3.1 Ownership of Company Common Stock............................... 22 --------------------------------- 3.2 Authority....................................................... 22 --------- 3.3 Investment in Acquiror Common................................... 23 ----------------------------- 3.4 Government Consents............................................. 24 ------------------- 3.5 Finder's Fees................................................... 24 ------------- ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ACQUIROR..................... 24 4.1 Organization, Standing and Power................................ 24 -------------------------------- 4.2 Authority....................................................... 25 --------- 4.3 Capital Structure............................................... 25 ----------------- 4.4 SEC Documents; Acquiror Financial Statements.................... 25 -------------------------------------------- 4.5 No Material Adverse Change...................................... 26 -------------------------- 4.6 Litigation...................................................... 26 ---------- 4.7 Compliance with Laws............................................ 26 -------------------- 4.8 Environmental Matters........................................... 26 ---------------------
Representations and Warranties of Company Stockholders. Each of the Company Stockholders, severally and not jointly, hereby represents, warrants and covenants to Acquiror as follows:
