REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS Sample Clauses
The "Representations and Warranties of Selling Stockholders" clause sets out the specific statements and assurances that the selling stockholders make to the buyer regarding the shares being sold and their own authority to sell them. Typically, this clause covers matters such as the stockholders' ownership of the shares, the absence of encumbrances, their power to enter into the transaction, and compliance with applicable laws. By requiring these representations and warranties, the clause helps ensure that the buyer receives clear title to the shares and is protected against undisclosed risks or liabilities related to the stockholders' ownership or authority.
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. The representations and warranties of the Selling Stockholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as if made at and as of the Closing Date, except as otherwise contemplated by this Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Each Selling Stockholder, severally and not jointly, represents and warrants to, and agrees with each of the Underwriters as of the date hereof, the Closing Date and any Additional Closing Date that:
(a) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of each Selling Stockholder.
(b) Each of the Custody Agreement and Powers of Attorney, attached as Exhibit B hereto, ("Custody Agreement and Power of Attorney") signed by (i) such Selling Stockholder, (ii) LaSalle Bank National Association as custodian (in such capacity, the "Custodian"), and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇ (with respect to AAC Quad-C, Investors LLC) and ▇▇▇▇▇▇ ▇▇▇▇ (with respect to all other Selling Stockholders), as such Selling Stockholder's attorney-in-fact (in such capacity, the "Attorney-in-Fact"), has been duly and validly authorized, executed and delivered by the Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable against him or it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(c) Each Selling Stockholder agrees that the Firm Shares and Additional Shares, if any, to be sold by such Selling Stockholder on deposit with the Custodian are subject to the interests of the Underwriters, that the arrangements made for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated, except as provided in this Agreement or in the Custody Agreement and Power of Attorney, by any act of the Selling Stockholder, by operation of law or by the occurrence of any other event. If the Attorney-in-Fact should die or become incapacitated, or if any other event should occur, before the delivery of the Firm Shares or Additional Shares, if any, to be sold by such Selling Stockholder hereunder, the documents evidencing such Shares then on deposit with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Custodian shall have received notice thereof.
(d) Each Selling Stockholder is the lawful owner of the Firm Shares and the Additional Shares, if any, to be sold by such Selling Stockholder hereunder, and upon sale a...
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Each Selling Stockholder, severally and not jointly, represents and warrants to the Company as of the date of this Agreement and as of the Closing as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Each of the Selling Stockholders individually and not jointly represents and warrants to, and agrees with the Managers and the Company that:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Each Selling Stockholder, severally but not jointly, solely with respect to himself, herself or itself and not with respect to the other Selling Stockholders, represents and warrants to the Buyer as follows.
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Except as disclosed on any schedules prepared by the Selling Stockholders (the “Selling Stockholder Schedules”), each Selling Stockholder, severally and not jointly, hereby represents and warrants to, and covenants with, DPEC as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Selling Stockholders, jointly and severally, hereby represent and warrant to Buyer that the statements contained in this Article II are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article II):
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Each Selling Stockholder, severally and not jointly, represents and warrants to each Underwriter (a) that such Selling Stockholder now has valid marketable title to such number of shares of the Common Stock as are to be sold by such Selling Stockholder pursuant to this Agreement (the "Stockholder Shares"), and will have valid and marketable title to such Stockholder Shares free and clear of any security interests, claims, liens, equities and other encumbrances, (b) that such Stockholder Shares, when delivered, will have been duly authorized and will be validly issued, fully paid and nonassessable, (c) that such Selling Stockholder now has, and on each Closing Date on which such Selling Stockholder will sell Common Stock, will have, the legal right and power, and all consents, approvals and authorizations required by law (except as may be required under state securities laws), to enter into this Agreement and to sell, transfer and deliver such Stockholder Shares in the manner provided in this Agreement and that no such action will contravene any provision of applicable law or, if such Selling Stockholder is a corporation, the certificate of incorporation or bylaws of each Selling Stockholder or any agreement or other instrument binding upon such Selling Stockholder and (d) that all information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement and Prospectus is, and on each Closing Date will be, true, correct and complete, and does not, and on each Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading.
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. Each Selling Stockholder, jointly and severally, represents and warrants to Pubco as follows:
REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS. The Selling Stockholders jointly and severally represent and warrant to Chuma as follows: