REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder makes the following representations and warranties to Purchaser, each of which is true and correct on the date hereof, shall remain true and correct to and as of the Closing (as hereinafter defined) and shall survive the Closing:
(a) The Selling Shareholder has all requisite power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by the Selling Shareholder and to carry out the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Selling Shareholder and constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by the Selling Shareholder pursuant hereto will constitute, valid and binding agreements of the Selling Shareholder enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforceability of creditors' rights generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will, with or without the giving of notice of the lapse of time, or both (i) conflict with or result in any violation of or default under (a) any note, bond, mortgage, indenture, lease, agreement or other material instrument, permit, concession, grant, franchise or license to which the Selling Shareholder is a party or by which any of his properties or assets may be bound or (b) any judgment, order, decree, injunction, statute, rule, permit, license or regulation applicable to the Selling Shareholder or any of his properties, or (ii) result in the acceleration of any material obligation or the creation of any material lien, charge or encumbrance upon the Selling Shareholder. No authorization, consent or approval of, or declaration of, filing with or notice to any governmental body or authority is necessary for the execution, delivery and performance of this Agreement by the Selling Shareholder.
(b) The Selling Shareholder is the owner of the Shares, free and clear of all liens, claims, charges and other encumbrances, and the shares are held by Prudential Securities, as custodian, through an account on the book entry system maintained by the Depository Trust Corporation. Upon the Closing, the Selling Shareholder shall convey to Purchaser or its permitted assi...
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Each Shareholder and Additional Shareholder who is a Selling Shareholder pursuant to Section 4.1 or 4.2 hereof hereby makes the representations and warranties enumerated in Section 3(k) hereof to the Company, its designee or the Non-Selling Shareholder purchasing from such seller, in each case as of the date of closing of such purchase.
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. As a material inducement to the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Selling Shareholder represents and to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. SELLING SHAREHOLDER, in order to induce EMB to execute this Agreement and to consummate the transactions contemplated herein, represents and warrants to EMB as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Selling Shareholder represents and warrants to Purchaser as set forth in Section 1 of Exhibit 1 (the "Representations and Warranties Exhibit").
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder hereby represents and warrants to Buyer as follows:
(a) Such Selling Shareholder has the full power and legal capacity to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
(b) Such Selling Shareholder is the lawful owner of his/her Option Shares being sold, free and clear of any liens, pledges, security interests, prior assignments or encumbrances (except for applicable securities law restrictions and stock resale restrictive legend).
(c) Such Selling Shareholder is an officer and director of the Company.
(d) All material information concerning the Company is set forth in the Company's reports and statements filed with the Securities and Exchange Commission and those reports and statements do not misstate any material facts or omit to state any material facts necessary to make the statements made in such reports and statements, in light of the circumstances in which they were made, not misleading.
(e) This Agreement constitutes a valid, legally binding and enforceable obligation of such Selling Shareholder.
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder represents and warrants to Pubco as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. The Selling Shareholder hereby represents and warrants to PET that:
(a) such Selling Shareholder is duly authorized to execute and deliver this letter agreement and this letter agreement is a valid and binding agreement, enforceable against such Selling Shareholder in accordance with its terms; and neither the execution of this letter agreement by the Selling Shareholder nor the consummation by such Selling Shareholder of the transactions contemplated hereby will constitute a violation of or default under, or conflict with, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Selling Shareholder is or will be a party and by which such Selling Shareholder will be bound at the time of such consummation;
(b) such Selling Shareholder beneficially owns, directly or indirectly, or exercises control or direction over, the Profound Shares set forth in the form of acceptance attached hereto and such Selling Shareholder has and at the time that such shares are taken up pursuant to the Offer such Selling Shareholder will have (without exception) valid and marketable title to such Profound Shares free and clear of all Encumbrances (except for the obligations of the Selling Shareholder under this letter agreement) and the transfer of such Profound Shares to PET under the Offer will pass good and marketable title to such Profound Shares, free and clear of all Encumbrances; and
(c) all of the representations and warranties contained in this paragraph 3 shall be valid and true as if recited and repeated at length as at the completion of the Offer.
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. 3.1. Organization and Good Standing * 3.2. Authority * 3.3. No Conflict * 3.4. Capitalization * 3.5. Financial Statements; Budget *
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDER. Selling Shareholder represents and warrants to Buyer as follows: Organization and Good Standing Schedule 3.1(a) contains a complete and accurate list for the Company of its name, its jurisdiction of incorporation and its capitalization (including the identity of each stockholder and the number of shares held by each). The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with the corporate power and corporate authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use and to perform all its obligations under Applicable Contracts. Each of the Subsidiaries of the Acquired Company is listed on Annex A. Each of the Purchased Subsidiaries and its the jurisdiction of incorporation or organization, the other jurisdictions, if any, in which it is authorized to do business and its capitalization (including the identity of each stockholder and the number of shares held by each) is listed on Annex B. Each of the Purchased Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with the corporate or entity power and corporate or entity authority to conduct its business as it is now being conducted or as presently proposed to be conducted by it, to own or use the properties and assets that it purports to own or use and to perform all its obligations under Applicable Contracts. Each of the Purchased Subsidiaries is duly qualified to do business as a foreign corporation or entity and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties and assets owned or used by it, or the nature of the activities conducted by it, requires such qualification except where the failure to be so qualified, authorized or in good standing would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Selling Shareholder has delivered or made available to Buyer accurate and complete copies of the Organizational Documents of the Company and each of the Purchased Subsidiaries, as currently in effect.
