Representations and Warranties of the Company and Founding Shareholders Sample Clauses

Representations and Warranties of the Company and Founding Shareholders. 23 Except as indicated in the Disclosure Letter in Annex III or as otherwise disclosed, the Company and the Founding Shareholders give the following representations and warranties. 23 5.1 Authorisation 23 5.2 No conflict 23 5.3 Effective existence of the Company 24 5.4 Share capital structure 24 5.5 Use of investment funds 24 5.6 Financial statements 25 5.7 No change 25 5.8 Assets 27 5.9 Disposal of debts and assets 27 5.10 Taxation 27 5.11 Connected transactions 28 5.12 Contracts 28 5.13 Intellectual property rights 28 5.14 Litigations 28 5.15 Regulatory compliance 29 5.16 Due diligence and non-competition 29 5.17 Employees 30 5.18 Additional employee benefits or compensations 30 5.19 Access to information 31 5.20 Registration of business changes 31 Article 6 Special Rights of Investors’ Shareholders 31 6.1 Anti-dilution provisions 31 6.2 Right to know 33 6.3 Pre-emptive subscription rights 33 6.4 Restrictions on transfer of shares 35 6.5 Right of first refusal 36 6.6 Right of co-sale 37 ​ ​ ​ ​ ​ ​
Sample 1
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Representations and Warranties of the Company and Founding Shareholders. Except as indicated in the Disclosure Letter in Annex III or as otherwise disclosed, the Company and the Founding Shareholders give the following representations and warranties.
Sample 1

Related to Representations and Warranties of the Company and Founding Shareholders

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Selling Stockholder (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Selling Shareholders Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS The Company and each Seller, jointly and severally, hereby represents and warrants to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES Except (a) as set forth in the disclosure letter prepared by the Company and delivered to the Parent Parties at or prior to the execution and delivery of this Agreement (the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company Parties made herein), or (b) as disclosed in the Company SEC Documents publicly filed with, or furnished to the SEC since January 1, 2019 and prior to the date of this Agreement and available on the SEC’s Electronic Data Gathering and Retrieval System (excluding any information or documents incorporated by reference therein, or filed as exhibits thereto, and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such Company SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face, the Company Parties hereby jointly and severally represent and warrant to the Parent Parties that:

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