Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to Parent, HoldCo and Merger Sub as follows:
Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to the Parent as follows:
(i) The Company Stockholder is the beneficial or record owner of the Shares indicated on the signature page of this Agreement free and clear of any and all Liens (other than a Lien that would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement); and (ii) the Company Stockholder does not beneficially own any securities of the Company other than the Shares set forth on the signature page of this Agreement. The Company Stockholder has and will have at all times through the Effective Time the voting power to control the vote and consent as contemplated herein, the power of disposition, the power to issue instructions with respect to the matters set forth in Section 3, and the power to agree to all of the matters set forth in this Agreement, in each case, with respect to the Shares, except with respect to any Shares Transferred in accordance with Section 2(a).
(b) The execution, delivery and performance by the Company Stockholder of this Agreement have been duly and validly authorized by all necessary corporate action of the Company Stockholder. Except as otherwise provided in this Agreement, the Company Stockholder has the corporate power and authority to (i) make, enter into and carry out the terms of this Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other Person (including any Governmental Entity), except for any such consent, approval or action that, individually or in the aggregate, would not materially impair the Company Stockholder’s ability to perform its obligations under this Agreement. Without limiting the generality of the foregoing, the Company Stockholder has not entered into any voting agreement with any Person with respect to any of the Shares, granted any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person with respect to the Shares, in each case that would materially impair the Company Stockholder’s ability to perform its obligations under this Agreement.
(c) This Agreement has been duly executed and delivered by the Company Stockholder and, assuming the due authorization, execution and delivery by the Parent, constitutes a valid and binding oblig...
Representations and Warranties of the Company Stockholder. The Company Stockholder represents and warrants as of the date hereof to Acquiror and the Company as follows:
Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to Parent as follows:
Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to the Parent that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule provided by the Company to the Parent on the date hereof (the “Company Disclosure Schedule”). Except for the representations and warranties contained in Sections 2.1, 2.2, 2.3 and 2.4, which are made (subject only to the specific exceptions set forth below) without qualification, all of the other representations and warranties of the Company Stockholder contained in this Article II are made “to the knowledge” of the Company Stockholder. For purposes of this Article II, the phrase “to the knowledge” or any phrase of similar import shall be deemed to refer to the actual knowledge of the Company Stockholder, after due inquiry, and acting in his capacity as a stockholder, executive officer and director of the Company. The Company Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II; and to the extent that it is clear from the context thereof that such disclosure also applies to any other numbered paragraph contained in this Article II, the disclosures in any numbered paragraph of the Disclosure Schedule shall qualify such other corresponding numbered paragraph in this Article II. .
Representations and Warranties of the Company Stockholder. The Company Stockholder represents and warrants to IES as follows upon execution of this Agreement and as of the Effective Time:
Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
Representations and Warranties of the Company Stockholder. 10 (a) Organization of the Company and the Company Stockholder.....10 (b)
Representations and Warranties of the Company Stockholder. As a material inducement to the Buyer to enter into and perform its respective obligations under this Agreement, the Company Stockholder represents and warrants to the Buyer that, except as set forth on Schedule 5 attached hereto (the "Disclosure Schedule"):
(a) Organization of the Company and the Company Stockholder. Each of the Company and the Company Stockholder is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and the Company is qualified to do business in every jurisdiction in which the failure to so qualify could have a Material Adverse Effect on the Company. Schedule 5(a) of the Disclosure Schedule lists all of the jurisdictions in which the Company is qualified to do business as a foreign corporation. The copies of the Company's certificate of incorporation and bylaws which have been furnished to the Buyer reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete in all material respects. Except as set forth on Schedule 5(a) of the Disclosure Schedule, the stock certificate books and the stock record books of the Company which have been furnished to the Buyer are correct and complete. The Company is not in default under or in violation of any provision of its certificate of incorporation or in default under or in violation of any provision of its bylaws.
Representations and Warranties of the Company Stockholder. The Company Stockholder hereby represents and warrants, to and for the benefit of Parent and Merger Sub, that the statements contained in this Section 2 are correct and complete as of the Execution Date and will be correct and complete as of the date of the consummation of the Merger (the “Closing Date”).
