Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants to Parent as follows:
(a) Such Principal Stockholder Beneficially Owns the number of shares of Company Securities set forth on Schedule I attached hereto (the “Owned Shares”), free from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction, understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever and with full and sole power to vote the Owned Shares without the consent or approval of any other Person;
(b) Except for the Owned Shares set forth on Schedule I, such Principal Stockholder does not Beneficially Own any other Company Securities or hold any securities convertible into or exchangeable for Company Securities;
(c) Except as set forth on Schedule I hereto, such Principal Stockholder is the record holder of the Owned Shares;
(d) This Agreement has been duly executed by such Principal Stockholder and constitutes the valid and legally binding obligation of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with its terms, except to the extent that (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability;
(e) The execution, delivery and performance of this Agreement by such Principal Stockholder and the proxy contained herein do not violate or breach, and will not give rise to any violation or breach of, such Principal Stockholder’s certificate of formation or limited liability company agreement or other organizational documents, or any law, contract, instrument, arrangement or agreement by which such Principal Stockholder is bound;
(f) The execution, delivery and performance of this Agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (other than any necessary filing under the Exchange Act);
(g) The execution, delivery and performance of this Agreement by such Principal Stockholder and the other signatories hereto and the proxy contained herein do not create or give rise to any right in such Principal Stockholder or, to such Principal Stockholder’s knowledge, in any other ...
Representations and Warranties of Principal Stockholders. Each Principal Stockholder, acting solely in its capacity as a holder of Shares and not as a director or officer of the Company or in any other capacity, hereby, severally and not jointly with any other Principal Stockholder, represents and warrants as of the date hereof to Buyer and Merger Subsidiary as follows:
Representations and Warranties of Principal Stockholders. Each Principal Stockholder hereby represents and warrants to the Buyer Parties as follows:
Representations and Warranties of Principal Stockholders. Each Principal Stockholder, other than each Specified Holder (as defined in Article 3A), severally and not jointly, represents and warrants to Parent and each Merger Sub as set forth in this Article 3.
Representations and Warranties of Principal Stockholders. Each Principal Stockholder represents and warrants, severally and not jointly, to Parent as of the date hereof and as of the Effective Time that:
Representations and Warranties of Principal Stockholders. Each Principal Stockholder as to himself, herself or itself hereby represents and warrants to MEDIQ as follows:
Representations and Warranties of Principal Stockholders. Each Principal Stockholder severally as to such Principal Stockholder and not jointly with any other Principal Stockholder represents and warrants to Xxxxx & Wesson and SWAC as follows:
Representations and Warranties of Principal Stockholders. 64 Section 6.1
Representations and Warranties of Principal Stockholders. Each Principal Stockholder, severally and not jointly, hereby represents and warrants to Parent that:
1.1 This Agreement has been duly executed and delivered by such Principal Stockholder, and is the legal, valid and binding obligation of such Principal Stockholder.
1.2 No consent of any court, governmental authority, beneficiary, co-trustee or other person is necessary for the execution, delivery and performance of this Agreement by such Principal Stockholder.
1.3 The Target Shares of such Principal Stockholder are owned by such Principal Stockholder free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than this Agreement.
Representations and Warranties of Principal Stockholders. Each Principal Stockholder hereby represents and warrants to Acquiror as follows:
