Representations and Warranties of Securityholder. Securityholder hereby represents and warrants as follows:
(a) Securityholder (a) is the record or beneficial owner of the Subject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (i) restrictions on transfer under applicable securities laws, (ii) this Agreement, (iii) the Deposit Agreement and (iv) ordinary course prime brokerage relationships), and (b) does not beneficially own any securities of the Company (including Company ADSs, options, Company RSUs, Company PSUs or Company Convertible Notes) other than as set forth opposite its name on Schedule A.
(b) Except with respect to obligations under the Company Organizational Documents, as applicable, Securityholder has the sole right to Transfer, to vote (or cause to vote) and to direct (or cause to direct) the voting of the Subject Securities, and none of the Subject Securities are subject to any voting trust or other agreement, arrangement or restriction with respect to the Transfer or the voting of the Subject Securities (other than restrictions on transfer under applicable securities laws), except as set forth in this Agreement, the Transaction Agreement or the Deposit Agreement.
(c) Securityholder (a) if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (b) has the requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms hereof. The execution and delivery by Securityholder of this Agreement, the consummation by Securityholder of the transactions contemplated hereby and the compliance by Securityholder with the provisions hereof have been duly authorized by all requisite corporate, company, partnership or other action on the part of Securityholder, and no other corporate, company, partnership or other proceedings on the part of Securityholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof.
(d) This Agreement has been duly executed and delivered by Securityholder, constitutes a valid and binding obligation of Securityholder and, assuming due authorization, execution and delivery by the other parties hereto, is enforceable against Securityholder in accordance with its terms, except as such enforceability may be limited b...
Representations and Warranties of Securityholder. Securityholder hereby represents and warrants to Buyer and Parent, as of the date hereof and as of the date Buyer purchases shares of Company Common Stock pursuant to the Initial Offer, as follows:
Representations and Warranties of Securityholder. The Securityholder, severally and not jointly, hereby represents and warrants to the Company, as of the date hereof and as of the date the Company accepts tenders of Warrants pursuant to the Exchange Offer, that:
Representations and Warranties of Securityholder. Securityholder hereby represents and warrants to Parent and Merger Sub as follows:
Representations and Warranties of Securityholder. In order to induce Sprint to enter into this Agreement and to consummate the transactions contemplated hereby, Securityholder represents and warrants to Sprint, as of the date hereof, as of the First Closing Date and, solely with respect to the representations and warranties set forth in Section 4.5 below, as of each Option Closing Date, as follows:
Representations and Warranties of Securityholder. Securityholder hereby represents and warrants to London Bridge as follows:
Representations and Warranties of Securityholder. In connection with any Capital Contribution for which a Securityholder receives Units hereunder or any other transaction hereunder in which a Securityholder receives Units, such Securityholder represents and warrants to the Company that:
(a) The Units to be acquired by such Securityholder pursuant to this Agreement will be acquired for such Securityholder's own account and not with a view to, or intention of, distribution thereof in violation of any applicable securities laws, and the Units will not be disposed of in contravention of any such laws.
(b) In the case of a Securityholder that is a natural person, such Securityholder is a director, executive officer, or general partner of the Company or in the case of a Securityholder that is an entity, such Securityholder is an organization described in Section501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, limited liability company or partnership, or a Massachusetts or similar business trust, which entity was not formed for the specific purpose of making an investment in the Company and has total assets in excess of $5,000,000.
(c) Such Securityholder is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Units.
(d) Such Securityholder is able to bear the economic risk of his investment in the Units for an indefinite period of time because the Units have not been registered under any applicable securities laws and, therefore, cannot be sold unless subsequently registered under all applicable securities laws or an exemption therefrom is available.
(e) Such Securityholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Units and has had full access to such other information concerning the Company as he has requested and each such Securityholder is making the investment independently of, and without reliance on, all other Securityholders.
(f) This Agreement constitutes the legal, valid and binding obligation of such Securityholder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Securityholder does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Securityholder is a party or any judgment, order or decree to which such Securityholder is subject.
Representations and Warranties of Securityholder. Securityholder hereby represents and warrants to Parent, the Company and the Stockholder Representative as follows:
Representations and Warranties of Securityholder. The Securityholder hereby represents to Biosource that:
Representations and Warranties of Securityholder. The Securityholder hereby represents and warrants to the Parent and the Purchaser (and acknowledges that the Parent and the Purchaser are relying upon such representations and warranties) that:
