REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each Major Shareholder hereby represents and warrants to the Company and the other Major Shareholders as follows:
(a) If such Major Shareholder is a corporation, such Major Shareholder is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. If such Major Shareholder is a partnership, such Major Shareholder is a partnership duly formed, validly existing and in good standing under the laws of the state of its formation and has all requisite partnership power and authority to own, lease and operate its properties and to carry on its business as presently conducted.
(b) Such Major Shareholder has all necessary power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Major Shareholder is a corporation, the execution and delivery of this Agreement by such Major Shareholder have been duly and validly authorized by all necessary corporate action on the part of such Major Shareholder, and no other corporate proceedings or shareholder actions on the part of or with respect to such Major Shareholder are necessary to authorize this Agreement, the performance by such Major Shareholder of its obligations hereunder or the consummation by such Major Shareholder of the transactions contemplated hereby. If such Major Shareholder that is a partnership, the execution and delivery of this Agreement by such Major Shareholder have been duly and validly authorized by all necessary partnership action on the part of such Major Shareholder and all necessary action on the part of its partners, and no other proceedings or actions on the part of or with respect to such Major Shareholder or its partners are necessary to authorize this Agreement, the performance by such Major Shareholder of its obligations hereunder or the consummation by such Major Shareholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Major Shareholder and constitutes a legal, valid and binding obligation of such Major Shareholder, enforceable against such Major Shareholder in accordance with the terms hereof.
(c) The execution and delivery by such Major Shareholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of ...
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each of the Major Shareholders, jointly and severally, represent and warrant that all of the following representations and warranties with respect to the Company and each of its subsidiaries and their respective business and operations set forth in this Section 5(A) (collectively, for purposes of this Section 5(A) the "Company") are true and correct at the time of the Closing.
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each of the Major Shareholders represents and warrants to Purchaser and Sub as follows:
(a) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any law, regulation, court order, judgment or decree applicable to such Major Shareholder or by which the property of such Major Shareholder is bound or affected, 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) under any contract or agreement to which such Major Shareholder is a party or by which such Major Shareholder or his or its respective properties are bound or affected, which conflict, violation, breach or default would adversely affect such Major Shareholder's ability to perform this Agreement.
(b) Except for any filings that may be required to be made by the Major Shareholders to obtain requisite regulatory approval with respect to the
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. 10 5.1 Organization, Existence and Good Standing of the Company..........10 5.2 Capital Stock of the Company......................................11 5.3 Subsidiaries......................................................11 5.4
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each Major Shareholder hereby represents and warrants as of the date hereof and as of the Closing Date to the Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each of the Major Shareholders represents and warrants to the Company as follows:
(a) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any law, regulation, court order, judgment or decree applicable to such Major Shareholder 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) under any contract or agreement to which such Major Shareholder is a party or by which such Major Shareholder is bound or affected, which conflict, violation, breach or default would materially and adversely affect such Major Shareholder's ability to perform this Agreement.
(b) Such Major Shareholder is not required to give any notice or make any report or other filing with any governmental authority in connection with the execution or delivery of this Agreement or the performance of such Major Shareholder'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 such Major Shareholder for the performance of such Major Shareholder'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 such Major Shareholder's ability to perform this Agreement.
(c) The Camden Shares set forth opposite the name of such Major Shareholder on Schedule 3(c) hereto are the only Company Shares owned beneficially or of record by such Major Shareholder or over which such person exercises voting control.
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each of the Major Shareholders jointly and severally (except as the context otherwise requires) represents and warrants to FIRST as follows and acknowledges that FIRST is relying on these representations and warranties in connection with the completion of the Share Exchange and the transactions contemplated herein:
(i) No S-8 Registration Statement. Without prior consent of the current members of the Board of Directors of FIRST, no registration statements on Form S-8 of the Securities and Exchange Commission will be filed on FIRST's behalf, following the Closing, for a period of 12 months, other than Employee Stock Option Plan (ESOP) as per Schedule "B", attached and stock to be issued for the services performed for a maximum of US$150,000.
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each of the Major Shareholders jointly and severally (except as the context otherwise requires) represents and warrants to Nevada as follows and acknowledges that Nevada is relying on these representations and warranties in connection with the completion of the Share Exchange and the transactions contemplated herein:
(i) No S-8 Registration Statement. Without prior consent of the current members of the Board of Directors of Nevada, no registration statements on Form S-8 of the Securities and Exchange Commission will be filed on Nevada's behalf, following the Closing, for a period of 12 months, other than Employee Stock Option Plan (ESOP) as per schedule "A", attached.
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each of the Major Shareholders represents and warrants to Boeing that (i) it is the beneficial shareholder, directly and indirectly, of exactly that number of common shares set opposite such Major Shareholder's respective name on Schedule A hereto (ii) such Major Shareholder does not beneficially own, directly or indirectly, or exercise control or direction over any other shares in the capital of the Corporation and (iii) except for the 64,889 common shares of the Corporation pledged by each of Chew and Xxx and Xxxxxxxx as security for payment pursuant to a settlement agreement dated April 20, 1992 between Xxxxxxx-Xxxxxx, Inc., Xxxx, Xxx, Radiant Aviation Services, Inc. and the Corporation, no person, firm, corporation or other entity has any agreement, warrant, option, right or privilege being or capable of becoming an agreement for the purchase and sale of any of the common shares beneficially owned, directly or indirectly, by the Major Shareholders and set out opposite such Major Shareholder's respective name on Schedule A hereto.
REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS. Each Major Shareholder represents and warrants to Purchaser (in respect of itself only and not in respect of any other Major Shareholder), as of the date hereof and as of the First Closing and Second Closing, as follows:
