Representations and Warranties of Securityholders. Each Securityholder, severally and not jointly, hereby represents and warrants to the Company, as of the date hereof and as of the date the Company issues Additional Shares pursuant to the Offers, respectively, that:
Representations and Warranties of Securityholders. Each Securityholder represents and warrants that as of the date hereof:
(i) such Securityholder is the record owner of the number and classes of Equity Securities of WorldPort as set forth opposite its name on the Securityholders Schedule attached hereto as Exhibit E (collectively, the "SECURITIES");
(ii) this Agreement has been duly authorized, executed, and delivered by such Securityholder and constitutes the valid and binding obligation of such Securityholder, enforceable in accordance with its terms; and
(iii) such Securityholder has not granted and is not a party to any proxy, voting trust, or other agreement which is inconsistent with, conflicts with, or violates any provision of this Agreement. No holder of Securities shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with, or violates any provision of this Agreement.
(iv) such Securityholder is not an "Interested Stockholder" with respect to WorldPort, within the meaning of Section 203 of the Delaware General Corporation Law, unless prior to the transaction as a result of which it became, the Board of Directors of WorldPort approved such transaction.
Representations and Warranties of Securityholders. Each Securityholder on its own behalf hereby represents and warrants to the Note Holders as follows:
(a) The Securityholder is the record owner of the equity securities and/or any debt or similar securities that are convertible into equity securities of the Company set forth opposite the name of the Securityholder on Schedule I to this Agreement. As of the date of this Agreement, the equity securities and/or any debt or similar securities that are convertible into equity securities of the Company set forth opposite the name of the Securityholder on Schedule I to this Agreement represent all of the shares of equity securities and/or any debt or similar securities that are convertible into equity securities of the Company owned of record by the Securityholder.
(b) If the Securityholder is a corporation, partnership, limited liability company or other entity, such Securityholder is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction, and has all requisite organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary organizational action to authorize the execution, delivery and performance of this Agreement.
(c) If the Securityholder is an individual, such Securityholder has the valid capacity to execute and deliver this Agreement and has duly executed and delivered this Agreement.
(d) If the Securityholder is a corporation, partnership, limited liability company or other entity, this Agreement has been duly authorized, executed and delivered by such Securityholder.
(e) This Agreement constitutes a valid and binding obligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally.
(f) The execution, delivery and performance by the Securityholder of this Agreement does not require any consent, approval, authorization or permit of, action by, filing with or notification to any governmental authority or other third party, other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated...
Representations and Warranties of Securityholders. Each Securityholder hereby severally, and not jointly or jointly and severally, represents and warrants to the Corporation that:
(a) as of the date hereof, Securityholder is registered and beneficial owner of the of the securities of the Corporation listed in Schedule “A” hereof;
(b) Securityholder, if not a natural person, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute and deliver this Agreement;
(c) this Agreement has been duly executed and delivered by Securityholder; and
(d) this Agreement constitutes the valid and binding agreement of Securityholder, enforceable against Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.
Representations and Warranties of Securityholders. 3 2.1 Representations and Warranties of each Securityholder...
Representations and Warranties of Securityholders. Each Securityholder, severally as to such Securityholder and not jointly, represents and warrants to Parent and Sub as follows (with the understanding that Parent and Sub are relying on such representations and warranties in entering into and performing their respective obligations under this Agreement):
Representations and Warranties of Securityholders. The representations and warranties of the Securityholders contained in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Securityholders contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date. Parent shall have received a certificate signed by or on behalf of each Securityholder to such effect.
Representations and Warranties of Securityholders. 22 4.1 Authority.......................................................................... 22 4.2
Representations and Warranties of Securityholders. Each Securityholder represents and warrants to Paradigm that the representations and warranties set forth in this Article are true and correct as of the date hereof. The representations and warranties of each Securityholder are made by and on behalf of that Securityholder alone, and are not made by or on behalf of any other Securityholder.
Representations and Warranties of Securityholders. Each Securityholder, individually as to itself only and not jointly or jointly and severally with any other Securityholder, represents and warrants to Xxxxx and Holdings as set forth in Sections 4.1 through 4.6 and Sections 4.8 through 4.9. REI, Prudential, Foothill Capital Corporation ("Foothill") and VAGI Associates, L.P. ("VAGI"), individually as to itself only and not jointly or jointly and severally with any other Securityholder, represents and warrants to Xxxxx and Holdings as set forth in Section 4.10(a), (b), (c) or (d), respectively. The Restricted Shareholders (as defined in Section 4.7) individually as to himself or herself only and not jointly or jointly and severally covenant as set forth in Section 4.7.
