Representations and Warranties of Noteholder. (a) Noteholder hereby represents and warrants to Public Company as follows: (i) Noteholder is the beneficial or record owner of the shares of capital stock of Merger Partner indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances; (ii) Noteholder does not beneficially own any securities of Merger Partner other than the shares of capital stock and rights to purchase shares of capital stock of Merger Partner set forth on the signature page of this Agreement; (iii) Noteholder has full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 5; and (iv) this Agreement has been duly and validly executed and delivered by Noteholder and constitutes a valid and binding agreement of Noteholder enforceable against Noteholder in accordance with its terms. Noteholder agrees to notify Public Company promptly of any additional shares of capital stock of Merger Partner of which Noteholder becomes the beneficial owner after the date of this Agreement.
(b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Noteholder has full legal power, authority and right to vote all of the Shares then owned of record or beneficially by Noteholder, in favor of the approval and authorization of the Proposed Transaction without the consent or approval of, or any other action on the part of, any other person or entity (including, without limitation, any governmental entity). Without limiting the generality of the foregoing, Noteholder has not entered into any voting agreement (other than this Agreement) with any person with respect to any of the Shares, granted any person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any person limiting or affecting Noteholder’s legal power, authority or right to vote the Shares on any matter.
(c) The execution and delivery of this Agreement and the performance by Noteholder of his, her or its agreements and obligations hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulati...
Representations and Warranties of Noteholder. Each Noteholder, severally as to itself only, represents and warrants to CEMI as follows:
Representations and Warranties of Noteholder. Noteholder represents and warrants to the Company that now and as of the Closing:
Representations and Warranties of Noteholder. In connection with the transactions provided for herein, Noteholder hereby represents and warrants to the Company that, as of the date a Note is issued to such Noteholder:
Representations and Warranties of Noteholder. Noteholder hereby represents and warrants to Buyer that Noteholder has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Noteholder. This Agreement constitutes a legal, valid and binding obligation of Noteholder, enforceable against Noteholder in accordance with its terms. No consent of any other party is required for the execution and delivery of this Agreement or the consummation by Noteholder of the transactions contemplated hereby, Noteholder is the sole, true, lawful and beneficial owner of Noteholder's Notes. Upon payment of the Subordinated Note Cash Consideration, all right, title and interest of Noteholder in the Notes shall be assigned to Buyer, free and clear of any liens or encumbrances.
Representations and Warranties of Noteholder. The Noteholder represents and warrants to the Company upon the acquisition of the Note as follows:
Representations and Warranties of Noteholder. To induce First to enter into this Agreement, each Noteholder represents and warrants to First that:
Representations and Warranties of Noteholder. With full knowledge that the Company and its officers, directors and controlling persons will be relying upon the following, among other things, in determining that a sale of Series D Preferred Stock to me will be exempt from the registration requirements of the Securities Act, and applicable state securities laws, I represent and warrant to the Company that:
Representations and Warranties of Noteholder. The Noteholder represents and warrants to CEC as follows:
Representations and Warranties of Noteholder. Noteholder
c) Noteholder is not subject to or obligated under any provision of (i) its charter or bylaws, (ii) any contract, (iii) any license, franchise or permit or (iv) any law, regulation, order, judgment or decree, which would be breached or violated by its execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a material adverse effect on the consummation of the transactions contemplated hereby; and (d) when the Option Notes are delivered by Noteholder to Valhi upon exercise of the Option and payment of the Exercise Price, Noteholder will deliver good, legal and valid title in and to the Option Notes, free and clear of any claims, liens, encumbrances, security interests and charges of any nature whatsoever (other than any such claims, liens, encumbrances, security interests and charges created by Valhi). As of the date of this Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary for the execution, delivery and performance by Noteholder this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a material adverse effect on the consummation of the transactions contemplated by this Agreement.
