Representations and Warranties of Each Stockholder Party. Each Stockholder Party on its own behalf hereby represents and warrants to the Company and each other Stockholder Party, severally and not jointly, with respect to such Stockholder Party and such Stockholder Party’s ownership of his, her or its Stockholder Shares set forth on Exhibit A, as of the Closing Date:
Representations and Warranties of Each Stockholder Party. Each Stockholder Party hereby (severally and not jointly) represents and warrants to Parent and Merger Sub as follows:
(a) As of the date hereof, such Stockholder Party is the record or beneficial owner of the number of shares of Company Common Stock set forth beside its name on Schedule A hereto (collectively, and together with any shares of Company Common Stock hereafter issued to or otherwise acquired or owned beneficially or of record by such Stockholder Party, such Stockholder Party’s “Subject Shares”), and, as of the date hereof, such shares of Company Common Stock constitute all of the Equity Interests of the Company (including shares of Company Common Stock) owned beneficially or of record by such Stockholder Party. Other than as provided in this letter agreement, (i) such Stockholder Party has the sole right and authority to vote and dispose of such Subject Shares, and
(ii) none of such Subject Shares is subject to any (x) voting trust or other agreement, arrangement, understanding or restriction with respect to the voting of such Subject Shares (other than this letter agreement), or (y) Lien of any nature whatsoever that would prevent such Stockholder Party from complying with its obligations under this letter agreement in any material respect.
(b) Such Stockholder Party has all necessary power and authority to execute and deliver this letter agreement and to perform its obligations hereunder. The execution and delivery of this letter agreement by such Stockholder Party and the performance of its obligations hereunder have been duly authorized by all necessary action, and no other proceedings on the part of such Stockholder Party and no other votes or written consents or actions or proceedings by or on behalf of such Stockholder Party are necessary to authorize this letter agreement or the performance of such Stockholder Party’s obligations hereunder. This letter agreement has been duly and validly executed and delivered by such Stockholder Party and constitutes the valid and binding obligation of such Stockholder Party, enforceable against such Stockholder Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any pr...
Representations and Warranties of Each Stockholder Party. As an inducement to enter into this Agreement and to consummate the transactions contemplated hereby, each Stockholder Party represents and warrants to the Company, as of the date hereof and/or as of the Closing of the Transfer of any Subject Shares to the Company (as indicated below), as follows:
