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 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. (a) The Company Stockholder hereby represents and warrants to Parent that the Equity Securities held by the Company Stockholder constitute all of the shares of Company Common Stock and other Equity Interests of the Group Companies owned of record or beneficially by the Company Stockholder as of the date hereof. The Company Stockholder has good and valid title to such Equity Securities and as of the Effective Time will have good and valid title to such Equity Securities free and clear of all Liens (other than transfer restrictions under applicable securities Laws and other restrictions as set forth in the Stockholder Agreements).
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. (a) The Company Stockholder hereby represents and warrants to Parent that the Equity Securities set forth on Schedule 1 attached hereto constitute all of the shares of Company Common Stock, Company Preferred Stock, Company FF Preferred Stock, vested Company Restricted Stock and other Company Interests owned of record or beneficially by the Company Stockholder as of the date hereof. The Company Stockholder has good and valid title to such Equity Securities set forth on Schedule I attached hereto and as of the Effective Time will have good and valid title to such Equity Securities held by the Company Stockholder set forth on Schedule I attached hereto free and clear of all Liens (other than transfer restrictions under applicable securities Laws).
Representations and Warranties of the Company Stockholder. (a) The Company Stockholder hereby represents and warrants to Parent that the Subject Equity Securities set forth on Schedule 1 attached hereto constitute all of the shares of Company Common Stock, Company Preferred Stock, vested Company Restricted Stock, other Company Interests and other securities and equity interests of the Company (including equity interests convertible, exercisable or exchangeable for, and rights to purchase or acquire, any Company Interests or other securities or equity interests of the Company) held of record or beneficially owned by the Company Stockholder or with respect to which the Company Stockholder has voting power, in each case as of the date hereof. The Company Stockholder is the record holder and beneficial owner of all of its Subject Equity Securities and has, and shall have throughout the Applicable Period (including as of the Effective Time), full voting power and power of disposition with respect to all such Subject Equity Securities, in each case free and clear of any Liens, except for any such Liens that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws, (iii) the Company’s Governance Documents or (iv) as applicable, a Loan, Pledge and Option Agreement (as defined in Schedule 4.3(b) of the Company Disclosure Letter, each of which, for the avoidance of doubt, will terminate in connection with the Closing). No Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Company Stockholder’s Subject Equity Securitas other than pursuant to the Merger Agreement, as set forth in the Company’s Governance Documents or the Company’s purchase rights pursuant to a Loan, Pledge and Option Agreement.
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”).
