Representations and Warranties of Founder. Founder, recognizing that Partner Company and Partner Company Stockholder are relying on the contents of this Article V (as modified by the contents of the Founder Disclosure Schedule) as a material inducement to their execution, delivery and performance of this Agreement, hereby represents, warrants, covenants and agrees with Partner Company and Partner Company Stockholder as follows:
Representations and Warranties of Founder. Founder hereby represents and warrants to the Company that:
Representations and Warranties of Founder. Founder represents and warrants to the Company that (a) Founder has the power and authority to execute this Agreement and to bind Founder hereto, (b) this Agreement has been duly authorized, executed and delivered by Founder, and is a valid and binding obligation of Founder, enforceable against Founder in accordance with its terms except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c) the execution, delivery and performance of this Agreement by Founder does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Founder or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, contract, commitment, understanding or arrangement to which Founder is a party or by which he is bound.
Representations and Warranties of Founder. Founder hereby represents and warrants to the Purchasers with respect to himself as follows:
Representations and Warranties of Founder. Founder hereby ----------------------------------------- represents and warrants that:
(a) (i) the Interest, including, without limitation, that number of shares appearing opposite Founder's name in Exhibit I attached hereto, constitutes Founder's entire interest in the LLC, (ii) that this assignment of the Interest constitutes a valid and legally binding obligation, enforceable in accordance with its terms; (iii) the Founder has full power and authority to assign the Interest; and (iv) as to the assignment of the Interest, the execution and delivery of this Stock Purchase Agreement does not (A) violate any provision of law applicable to the Founder, (B) conflict with any document, agreement, or instrument to which the Founder is a party, other than the LLC Agreement, or (C) other than pursuant to the terms of the LLC Agreement, require the Founder to obtain any consent or approval of, or give notice to, any person except for notices, approvals, and consents that have previously been made or obtained.
(b) The Purchased Shares are being acquired for Founder's own account for investment purposes only, and not as a nominee or agent, and not with a view to the resale or distribution of all or any part of the Purchased Shares. Founder is prepared to hold the Purchased Shares for an indefinite period and has no present intention of selling, granting any participation in, or otherwise distributing any of the Purchased Shares. Founder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant a participating interest in, any of the Purchased Shares. Founder has no present plan or intention to engage in a sale, exchange, transfer, distribution, redemption, reduction 'in any way of its risk of ownership by short sale or otherwise, or other disposition, directly or indirectly of the Purchased Shares.
(c) Founder has been furnished with, and has had access to, such information as he considers necessary or appropriate for deciding whether to invest in the Purchased Shares, and Founder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Purchased Shares.
(d) Founder is able to fend for himself in the transactions contemplated by this Agreement, can bear the economic risk of investment in the Purchased Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the invest...
Representations and Warranties of Founder. The Founder represents and warrants to Parent, Purchaser and Merger Sub, as of the date hereof and as of the Closing Date, as follows:
Representations and Warranties of Founder. Founder represents and warrants to the Company that:
(i) with respect to any information, know-how, knowledge or data disclosed by Founder to the Company in the performance of this Agreement, Founder has the full and unrestricted right to disclose the same;
(ii) the provision of Services by Founder to the Company does not and will not breach any agreement with any employer, former employer or other third party, including any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by Founder prior to her Services to the Company, and Founder has not entered into, and will not enter into, any agreement, either written or oral, in conflict with her obligations under this Agreement.
Representations and Warranties of Founder. Founder represents and warrants as to himself to Finisar as follows:
Representations and Warranties of Founder. Edwaxx XxXxxxx (xxe "Founder") represents and warrants to and agrees with each of the Underwriters that, to the best of Founder's knowledge:
Representations and Warranties of Founder. To the best of Alpha's knowledge, the representations and warranties of the Founder set forth in Section 4 of this Agreement are true and correct.
