Representations and Warranties of the Company Securityholder Sample Clauses

Representations and Warranties of the Company Securityholder. The Company Securityholder hereby represents and warrants to and covenants with the Company, the Purchaser and GCL as follows, and acknowledges that the Company, the Purchaser and GCL are relying upon such representations, warranties and covenants in entering into this Agreement and the Purchase Agreement:
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Representations and Warranties of the Company Securityholder. The Company Securityholder represents and warrants to the Apple REITs as follows: (a) The Company Securityholder has the legal capacity, power, authority and right (contractual or otherwise) to execute and deliver this Agreement and to perform his obligations hereunder. (b) This Agreement has been duly executed and delivered by the Company Securityholder and constitutes a valid and binding obligation of the Company Securityholder enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions herein contemplated will not, conflict with or violate any law, regulation, court order, judgment or decree applicable to the Company Securityholder or the Subject Shares, or conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) or give rise to any right of termination, cancellation or acceleration under any contract or agreement to which the Company Securityholder is a party or by which the Company Securityholder is bound or affected or under which the Subject Shares are bound by are otherwise subject to, which conflict, violation, breach or default would materially and adversely affect the Company Securityholder’s ability to perform any of his obligations under this Agreement. (d) Subject to any required filings under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company Securityholder is not required to give any notice or make any report or other filing with any governmental or regulatory authority in connection with the execution or delivery of this Agreement or the performance of the Company Securityholder’s obligations hereunder and no waiver, consent, approval or authorization of any governmental or regulatory authority or any other person or entity is required to be obtained by the Company Securityholder for the performance of the Company Securityholder’s obligations hereunder, other than where the failure to make such filings, give such notices or obtain such waivers, consents, approvals or authorizations would not materially and adversely affect the Company Securityholder’s ability to perform his obligations under this Agreement. (e) The Series B Convertible Shares and Units set forth opposite the name of the Company Securityhol...
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Representations and Warranties of the Company Securityholder. The Company Securityholder hereby represents and warrants to the Purchaser and the Company as follows:
Sample 1

Related to Representations and Warranties of the Company Securityholder

  • Representations and Warranties of the Securityholder The Securityholder hereby represents and warrants to Parent and Purchaser as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder.

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

  • Representations and Warranties of the Company The Company represents and warrants to the Buyer that:

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