REPRESENTATIONS AND WARRANTIES OF EACH OF THE STOCKHOLDERS. REGARDING SHARES. ---------------- Each of the Stockholders hereby represents severally and not jointly, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF EACH OF THE STOCKHOLDERS. Each of the Stockholders hereby represents and warrants, severally as to itself only, that at the time such Stockholder becomes a party to this Agreement (and after giving effect to the transactions to be consummated at the Closing):
REPRESENTATIONS AND WARRANTIES OF EACH OF THE STOCKHOLDERS. Each of the Stockholders represents and warrants to Gadsden and FC Global as follows.
(a) Such Stockholder is a limited liability company, limited partnership or corporation, as applicable, that is validly existing and in good standing under the laws of its jurisdiction of organization. Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other action is necessary on the part of such Stockholder to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Gadsden and FC Global, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
(b) Such Stockholder owns the type, series and number of Gadsden Shares set forth opposite such Stockholder’s name on Schedule A beneficially and of record, free and clear of all Claims other than Claims in favor of Gadsden or any assignee of Gadsden under this Agreement or otherwise. Such Stockholder has never transferred or agreed to transfer its Gadsden Shares, other than pursuant to this Agreement. There is no restriction affecting the ability of such Stockholder to transfer the legal and beneficial title and ownership of such Gadsden Shares to Gadsden for cancellation other than restrictions, if any, in favor of Gadsden or any assignee of Gadsden.
(c) Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other ...
REPRESENTATIONS AND WARRANTIES OF EACH OF THE STOCKHOLDERS. As of the date of this letter agreement each of the Stockholders, severally and not jointly, represents and warrants to i-View as follows:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has full corporate power and authority to carry on its business as and where now conducted, and to own, operate and lease its properties at and in the places where such properties are now owned, operated or leased by it, and is duly qualified to do business in every jurisdiction in which the property owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect upon the business, operations, assets or liabilities, results of operations or the financial condition of the Company.
(b) The Company is authorized to issue 10,000,000 shares of common stock, par value $.01 per share, and the total number of issued and outstanding shares of such common stock is 8,871,207 shares on a fully-diluted basis, including the phantom stock units which are convertible into common stock. There is no other capital stock of the Company authorized. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid, non-assessable and subject to no preemptive rights with respect thereto. Each Stockholder is both the record and beneficial owner of the shares set forth opposite his or her name on Exhibit "A" and has, with the exception of the Option Shares, the full right, power and authority to sell, transfer and deliver to i-View such shares, free and clear of any liens, claims, charges, options, pledges or other encumbrances, with no personal liability attaching to the ownership thereof. It is acknowledged by i-View that the Option Shares are subject to the Stock Option Agreement referred to in Section 9 hereof.
(c) Except for the Stock Option Agreement referred to in Section 9 hereof, there are no options, warrants or other rights outstanding for the purchase of, nor any outstanding securities convertible into, any shares of capital stock of the Company or any such convertible securities, and neither the Company nor any Stockholder has agreed to issue, purchase, or sell or transfer any of same.
(d) The execution of this letter agreement by each of the Stockholders and its delivery to i-View is not contrary to the Articles of Incorporation or...
