Representations and Warranties of the Management Stockholders. Each of the Management Stockholders hereby individually represents, warrants and covenants to Company and the Carlyle Stockholders as follows:
(a) such Person has full legal capacity to enter into this Agreement and perform its obligations hereunder; (b) this Agreement constitutes the valid and binding obligation of such Person enforceable against such Person in accordance with its terms; and (c) the execution, delivery and performance by such Person of this Agreement does not and will not: (i) violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to such Person, or require such Person to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; or (ii) constitute a breach of or default under any material agreement to which such Person is a party.
Representations and Warranties of the Management Stockholders. Each of the Management Stockholders hereby represents and warrants severally and not jointly to the MD Stockholders and the SLP Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Management Stockholder hereby represents and warrants to the MD Stockholders and the SLP Stockholders and the Company on the date of its execution of a Joinder Agreement) as follows:
(a) Such Management Stockholder, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted.
(b) Such Management Stockholder has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Management Stockholder. This Agreement has been duly executed and delivered by such Management Stockholder and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.
(c) The execution and delivery by such Management Stockholder of this Agreement, the performance by such Management Stockholder of its, his or her obligations hereunder by such Management Stockholder does not and will not violate (i) in the case of Management Stockholders who are not individuals, any provision of its Organizational Documents, (ii) any provision of any material agreement to which it, he or she is a party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject.
(d) No notice, consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Management Stockholder in connection with the execution, delivery or enforceability of this Agreement.
(e) Such Management Stockholder is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Management Stockholder’s ab...
Representations and Warranties of the Management Stockholders. Each Management Stockholder hereby severally represents and warrants to the Company as follows:
Representations and Warranties of the Management Stockholders. Each Management Stockholder hereby, severally and not jointly, represents and warrants to the Investor and USX, in each case only as to himself and not as to any other Management Stockholder, as follows:
Representations and Warranties of the Management Stockholders. Each Management Stockholder, severally and not jointly, represents and warrants to each of the other parties to this Agreement as follows:
(a) This Agreement has been duly executed and delivered by such Management Stockholder, and, assuming due authorization, execution and delivery by each other party, constitutes a legal, valid and binding obligation of such Management Stockholder, enforceable against such Management Stockholder in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and (ii) limitations on the availability of specific performance or injunctive relief or other equitable remedies.
(b) No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Management Stockholder in connection with the execution, delivery or enforceability of this Agreement or the consummation of any of the transactions contemplated herein.
(c) Such Management Stockholder has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement.
(d) As of the date of this Agreement, such Management Stockholder is the Beneficial Owner of the Shares set forth next to his or her respective name on Schedule 1.
Representations and Warranties of the Management Stockholders. Each Management Stockholder represents and warrants to the Company as follows:
(a) Such Management Stockholder is acquiring the Shares for the Management Stockholder's own account and not with a view to distributing or reselling the Shares in any transaction that would be in violation of any federal or state securities laws.
(b) Such Management Stockholder understands that the Shares have not been registered under the Securities Act, or registered or qualified under the securities laws of any state, and that the Management Stockholder may not sell or otherwise transfer the Shares unless the Shares are subsequently registered under the Securities Act and registered or qualified under applicable state securities laws, or unless an exemption is available that permits the sale or transfer without such registration and qualification.
(c) Such Management Stockholder acknowledges that he/she has been advised that (i) a restrictive legend in the form set forth in Section 2.3 will be placed on any certificate representing the Shares and (ii) a notation will be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company's transfer agent with respect to the Shares.
(d) If any Shares are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, such Management Stockholder will promptly notify the Company of such intended disposition and will deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, will deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Commission.
(e) Such Management Stockholder is as of the date hereof an employee of the Company and in such capacity has acquired at least a general understanding of the Company and its business. Such Management Stockholder has been given the opportunity to obtain any additional information or documents (and to ask questions and receive answers about such information and documents) about the Company and its business which s/he deems necessary to evaluate the merits and risks related to his/her investment in the Shares.
(f) In making his/her decision to invest in the Company, such Management Stockholder has relied upon independent investigations made by him/her and, to the ext...
Representations and Warranties of the Management Stockholders. Each Management Stockholder hereby represents and warrants (severally and not jointly) to the Company and to the XM Stockholder, that:
Representations and Warranties of the Management Stockholders. Each Management Stockholder hereby represents and warrants, severally and not jointly, to Parent as of the date hereof and the date of the Share Closing that:
Representations and Warranties of the Management Stockholders. Each Management Stockholder represents and warrants that:
(a) each is able to perform its duties and responsibilities contemplated by this Agreement; and
(b) there are no restrictions, covenants, agreements or limitations of any kind on its right or ability to enter into and fully perform the terms of this Agreement.
Representations and Warranties of the Management Stockholders. Each Management Stockholder severally (as to himself or herself and not as to any other Management Stockholder) represents and warrants to Buyer that:
