Representations and Warranties of Holders. Each Holder hereby represents and warrants to Parent as follows:
(a) such Xxxxxx has the full power and authority to execute and deliver this Agreement and to perform such Xxxxxx’s obligations hereunder;
(b) this Agreement has been duly executed and delivered by such Xxxxxx and, assuming due authorization, execution and delivery by the other Parties, constitutes a valid, legal and binding agreement with respect to such Holder, enforceable against such Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity;
(c) if such Holder is the beneficial owner of any Shares held in trust, no consent of any beneficiary of such trust is required in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or by the Business Combination Agreement;
(d) such Holder beneficially owns the number of Shares indicated opposite such Holder’s name on Schedule 1 hereto, free and clear of any Liens (other than Liens created by this Agreement, applicable securities laws, the Company’s Governing Documents, that certain Registration Rights Agreement made as of August 31, 2021 by and among the Company and certain of its stockholders (the “Registration Rights Agreement”), that certain Stockholders Agreement made as of May 22, 2019 by and among the Company and certain of its stockholders (the “Stockholders Agreement”), and Permitted Liens), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares; none of the Shares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares (other than the Stockholders Agreement); and no Person has any right to acquire from such Holder any of the Shares indicated opposite such Holder’s name on Schedule 1 hereto;
(e) such Xxxxxx agrees to promptly notify Parent in writing of any changes or updates to Schedule 1 hereto as it relates to such Holder after the date hereof;
(f) such Holder understands that, at the Effective Time, each outstanding Share shall be converted into the right to receive the Merger Consideration as set forth in the Business Combination Agreement;
(g) the execution and delivery of this Agreement by such Holder, the consummation by such Holder of the transactions contemplated hereunder and the performance by such ...
Representations and Warranties of Holders. Each Holder, severally and not jointly, hereby represents and warrants as follows:
Representations and Warranties of Holders. The Holder represents and warrants to the Company, as of the date hereof, as follows:
Representations and Warranties of Holders. Each of the Holders severally, and not jointly, represents and warrants to the Company as follows:
Representations and Warranties of Holders. Holders, on behalf of themselves and their affiliates, hereby represent and warrant to Perceptron as follows:
a. Holders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
b. This Agreement has been duly and validly authorized, executed and delivered by Holders, constitutes the valid and binding obligation and agreement of Holders and is enforceable against Holders in accordance with its terms.
c. Immediately following the termination of the current section 13 “group” relationship with Moab Partners, L.P., Moab Capital Partners, LLC, and Xxxxxxx X. Xxxxxxxxxx, Xxxxxxx Discovery Fund LP, Harbert Discovery Fund GP, LLC, Xxxxxxx Fund Advisors, Inc., Xxxxxxx Management Corporation, Xxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxxxx will have beneficial ownership of 504,100 shares of common stock of Perceptron. No other affiliate or associate of Holders beneficially owns any shares or rights to acquire shares of common stock or other voting securities of Perceptron. For purposes of this Agreement, “affiliate” and “associate” have the meanings set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
d. Other than as relates to Xxxx Xxxxxx’x position with Harbert Discovery Fund GP, LLC, the General Partner of Harbert Discovery Fund, LP, and which compensatory or other payment arrangement was not materially increased in connection with the Holders’ proposal to add Xxxx Xxxxxx as a Holders Director, there are no arrangements, agreements or understandings (whether compensatory or otherwise) between Holders and the Holders Directors (as defined in Section 5(a)); or other than the current section 13 group relationship, there are no agreements or understandings (whether compensatory or otherwise) between the Holders and Moab Partners, L.P. and Moab Capital Partners, LLC.
e. No event has occurred with respect to Holders Directors that would require disclosure in a Perceptron report or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, pursuant to Item 401(f) of Regulation S-K.
f. The Holders Directors are “independent” as defined in the applicable NASDAQ Marketplace Rule.
Representations and Warranties of Holders. Holder hereby represents and warrants to Frontier as follows:
Representations and Warranties of Holders. Each Holder shall have executed and delivered to the ATMI Group a Certificate of Holder in the form attached hereto as EXHIBIT I making each of the representations and warranties contained therein with respect to such Holder, but only as to that Holder.
Representations and Warranties of Holders. Each Holder severally and not jointly represents and warrants to Parent, as of the Effective Time, as follows:
Representations and Warranties of Holders. Each Holder hereby represents and warrants to, and agrees with the Company, as applicable, that:
Representations and Warranties of Holders. Each Holder severally (and not jointly) hereby represents, acknowledges, covenants and agrees as follows:
(i) the Shares are being acquired for such Holder's own account for investment purposes only and not with a view to any public resale, public distribution or public offering thereof within the meaning of the Securities Act or any state securities or "blue sky" law; (ii) to the knowledge of such Holder, the Shares have not been registered under the Securities Act or any state securities or "blue sky" law; (iii) such Holder either is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, or alone or together with such Holder's purchaser representative, has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the relative merits and risks of the prospective investment in the Shares and able to bear the economic consequences thereof; (iv) such Holder will not offer for sale, sell or otherwise transfer any of the Shares (or any interest therein) except pursuant to a Shelf Registration Statement as contemplated hereby or pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities or "blue sky" laws and, in the case of an offer to sell, sale or other transfer pursuant to such an exemption, the Company has received (or waived the requirement therefor) a written opinion of U.S. counsel in form and substance satisfactory to it to the effect that such disposition is exempt from such registration requirements, provided that such Holder, prior to effecting any transfer of Shares pursuant to such an exemption, will cause the intended transferee of the Shares to agree to take and hold such Shares subject to the terms and conditions of this Agreement (and, in that connection, to execute and deliver to the Company such agreements and instruments as the Company reasonably may request to evidence the same), and further acknowledges that the certificates evidencing such Shares are required to have endorsed thereon a legend to the effect set forth in Section 3(a) hereof; (v) in making such Holder's decision to invest in the Registrable Securities, such Holder has relied upon independent investigations made by such Holder and, to the extent believed by him or it to be appropriate, has relied on investigations made by such Holder's representatives, including such Holder's own legal, accounting, investment, financial, tax an...
