Representations and Warranties of Each Selling Stockholder Clause Samples
Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters and the Company that:
(a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
(b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under this Agreement will not contravene any provision of applicable law, or the organizational documents of such Selling Stockholder, or any agreement or other instrument binding upon such Selling Stockholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares.
(c) Such Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares.
(d) Upon payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on an...
Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder represents and warrants to IDG and Newco that, as applied solely to such Selling Stockholder, all of the representations and warranties in this Article III are, as of the date of this Acquisition Agreement, and as amended or supplemented pursuant to Section 6.08, will be, on the Closing Date, true and correct, and do not and will not contain or omit any disclosure that has or will or could have a Material Adverse Effect on the Company or on the Surviving Corporation or IDG.
Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder hereby represents and warrants to the Purchaser, as of the date of this Agreement and as of the Closing Date, as follows:
Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder hereby represents and warrants to the Company as follows:
Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder, severally and not jointly, represents and warrants to Parent and Sub as follows:
(a) Organization, Standing and Corporate Power. Such Selling Stockholder, to the extent such Selling Stockholder is a legal entity and not an individual, is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite corporate power and authority to carry on its business as now being conducted.
Representations and Warranties of Each Selling Stockholder. Each Selling Stockholder severally, and not jointly, hereby represents and warrants to Purchaser as follows: