Representations and Warranties of the Investor Group. Each Investor represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Investor, and is a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms. As of the date of this Agreement, the Investor Group, together with the Affiliates and Associates that are controlled by the Investor Group or any Investor (collectively, the “Investor Group Affiliates”), beneficially owns 2,126,848 shares of the Company’s common stock (“Shares”) and has voting authority over such Shares.
Representations and Warranties of the Investor Group. Each member of the Investor Group represents and warrants that it has full power and authority to execute, deliver and carry out the terms and provisions of this Amendment and to consummate the transactions contemplated hereby, and that this Amendment has been duly and validly executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable against it in accordance with its terms. Each member of the Investor Group represents and warrants that the execution of this Amendment, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of any organizational documents of it as currently in effect, and that the execution, delivery and performance of this Amendment by it does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which it is a party or by which it is bound.
Representations and Warranties of the Investor Group. (a) Rubric represents, warrants and covenants to the Company that, as of the date of this Agreement, Rubric and its Affiliates and/or managed funds collectively beneficially own and are entitled to vote an aggregate of 11,750,000 shares of Common Stock and does not have any Synthetic Position (other than the shares of Common Stock Beneficially Owned as set forth in this Section 4(a)) in any Voting Securities.
(b) Velan represents, warrants and covenants to the Company that, as of the date of this Agreement, Velan and its Affiliates and/or managed funds collectively beneficially own and are entitled to vote on an aggregate of 4,500,000 shares of Common Stock and does not have any Synthetic Position (other than the shares of Common Stock Beneficially Owned as set forth in this Section 4(b)) in any Voting Securities.
(c) Each member of the Investor Group represents, warrants and covenants to the Company that no member of the Investor Group is or will become party to any agreement, arrangement or understanding (whether written or oral) with the Investor Group Appointees or any Replacement Director with respect to such person’s service as a director on the Board, including any such agreement, arrangement or understanding with respect to how such person should or would vote or act on any issue or question as a director. For the avoidance of doubt, the Velan Principal Appointee (and any potential Replacement Director affiliated with Velan that is appointed to fill a vacancy caused by the Velan Principal Appointee ceasing to serve on the Board) may receive compensation from Velan in connection with such person’s employment thereby.
Representations and Warranties of the Investor Group. Each of the members of the Investor Group severally, and not jointly, represents and warrants as follows:
(a) Each member of the Investor Group has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized, executed, and delivered by each member of the Investor Group, constitutes a valid and binding obligation and agreement of each such member, and is enforceable against each such member in accordance with its terms.
(c) The members of the Investor Group, together with their Affiliates and Associates, beneficially own, directly or indirectly, as of the date hereof, an aggregate of in excess of 4,004,576 shares of Common Stock of the Company as set forth in SCHEDULE A attached hereto which constitutes all of the Voting Securities of the Company beneficially owned by the members of the Investor Group and their Affiliates and Associates.
(d) The execution, delivery and performance of this Agreement by each member of the Investor Group does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.
(e) No consent, approval, authorization, license or clearance of, or filing or registration with, or notification to, any court, legislative, executive or regulatory authority or agency is required in order to permit such member to perform such member’s obligations under this Agreement, except for such as have been obtained.
Representations and Warranties of the Investor Group. Each member of the Investor Group (other than Xxxxxx X. Xxxxxxxx, who hereby makes the following representations and warranties to the Company solely for himself) hereby, jointly and severally with respect to each other member of the Investor Group (other than Xxxxxx X. Xxxxxxxx), makes, the following representations and warranties to the Company:
Representations and Warranties of the Investor Group. Each member of the Investor Group hereby represents and warrants to the Corporation, but only insofar as such representations and warranties relate to such member of the Investor Group, as follows:
(a) They now have, and on the Closing Date will have, good and marketable title to the shares of PJAM Common Stock to be transferred by them to the Corporation, free and clear of all adverse claims, liens, security interests, restrictions and other encumbrances.
(b) This Agreement has been duly executed and delivered by each of the undersigned and constitutes the legal, valid and binding obligation of each member of the Investor Group, enforceable in accordance with its terms.
(c) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, are not prohibited by any agreement or instrument to which any member of the Investor Group is a party or is bound, nor any judgment or order of any court or governmental department, commission, board, agency or instrumentality.
Representations and Warranties of the Investor Group. (a) Permit Enterprise represents and warrants to the Company as follows: (i) each member of Permit Enterprise has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by each member of Permit Enterprise, constitutes a valid and binding obligation and agreement of each member of Permit Enterprise and is enforceable against each member of Permit Enterprise in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles and (c) as of the date of this Agreement, Permit Enterprise beneficially owns (which includes a combination of Permit Enterprise’s economic and beneficial ownership (as determined under Rule 13d-3 of the Exchange Act)) 1,107,925 shares of the Company Common Stock which represents 1.09% of the issued and outstanding shares of the Company Common Stock reported by the Company in its Quarterly Report on Form 10-Q, dated as of December 11, 2018. Permit Enterprise agrees during the Cooperation Period to update and advise the Company of Permit Enterprise’s beneficial ownership (which shall include a combination of Permit Enterprise’s economic and beneficial ownership (as determined under Rule 13d-3 under the Exchange Act)) of shares of Company Common Stock as of such date as the Investor Nominee ceases to be director, as promptly as practicable after such date.
(b) Hestia Capital represents and warrants to the Company as follows: (i) each member of Hestia Capital has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by each member of Hestia Capital, constitutes a valid and binding obligation and agreement of each member of Hestia Capital and is enforceable against each member of Hestia Capital in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principle...
Representations and Warranties of the Investor Group. Each member of the Investor Group represents and warrants to the Company solely for and on behalf of himself or itself that (a) this Agreement has been duly and validly authorized, executed and delivered by such member of the Investor Group, and constitutes a valid and binding obligation and agreement of such member of the Investor Group, enforceable against such member of the Investor Group in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights and remedies of creditors and subject to general equity principles, (b) the Investor Group beneficially owns an aggregate of 5,921,930 shares of Common Stock, (c) the signatory for such member of the Investor Group has the power and authority to execute this Agreement and any other documents or agreements entered into in connection with this Agreement on behalf of himself or itself and the applicable member of the Investor Group associated with that signatory’s name, and to bind such member of the Investor Group to the terms hereof and thereof, (d) the execution, delivery and performance of this Agreement by such member of the Investor Group does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or any material agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) such member of the Investor Group shall not seek, and such member of the Investor Group acknowledges that he or it will not have the right to receive, confidential information concerning the Company from the New Director, and (f) such member of the Investor Group is not and will not become party to any agreement, arrangement or understanding (whether written or oral) with the New Director with respect to such person’s service as a director on the Board. In addition to the foregoing, Xx. Xxxxxx represents and warrants to the Company that, other than those Pending Claims listed on Exhibit A, Xx. Xxxxxx is not aware of any claims for indemnification o...
Representations and Warranties of the Investor Group. (a) Each Investor (including the Board Observer in his capacity as such) represents and warrants to the Company that (i)(A) such Investor has the requisite legal capacity to execute this Agreement and bind himself thereto and (B) this Agreement has been duly executed and delivered by such Investor and is a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (ii) the execution, delivery and performance of this Agreement by such Investor does not and will not (A) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Investor, (B) violate or conflict with any agreement, arrangement or understanding among the members of the Investor Group, or (C) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any agreement, contract, commitment, understanding or arrangement to which such Investor is a party or by which such Investor is bound.
(b) The Investor Group represents and warrants to the Company that, as of the date of this Agreement, (i) the Investor Group is deemed to beneficially own, in the aggregate, 1,027,455 shares of Common Stock and (ii) neither Investor has had, and neither Investor currently has, any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any rights or obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other cons...
Representations and Warranties of the Investor Group. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) this Amendment has been duly and validly authorized, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Amendment on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Amendment and (e) the execution, delivery and performance of this Amendment by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.
