Representations and Warranties of the Optionholder. The representations and warranties of the Optionholder contained in Section 5 of the Purchase Agreement are hereby incorporated by reference herein in full with the same force and effect as though expressly made as part of this Agreement.
Representations and Warranties of the Optionholder. The --------------------------------------------------- Optionholder hereby represents and warrants to the Company as follows:
Representations and Warranties of the Optionholder. (a) The Optionholder represents and warrants that he is acquiring Company Securities for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Markets (Supervision) Act 1995 (Wet toezicht effectenverkeer 1995). The Optionholder agrees xxxx xx will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Company Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Company Securities), except in compliance with the Securities Markets (Supervision) Act 1995 (Wet toezicht effectenverkeer 1995), the rules and regulatioxx xxxxxlgated thereunder, applicable state securities laws and the provisions of this Agreement, the Operating Agreement and the Option Repurchase Agreement. The Optionholder represents and warrants that no other person or entity will have any interest, beneficial or otherwise, in Company Securities acquired by the Optionholder hereby, except as set forth in the Option Repurchase Agreement.
Representations and Warranties of the Optionholder. The Optionholder represents and warrants to the Company and the Buyer that the statements contained in this Section 8 are true and correct as of the date hereof:
Representations and Warranties of the Optionholder. In connection with the Exchange, the Optionholder acknowledges that the Company will be relying on the information and on the representations set forth herein, and hereby represents, warrants, agrees and acknowledges that:
Representations and Warranties of the Optionholder. The Optionholder hereby represents and warrants that, as of the date hereof and as of the Effective Time, (a) the Optionholder has full legal right, power and authority to execute and deliver this Agreement and perform the Optionholder’s obligations hereunder, (b) the Optionholder owns the Company Options free and clear of any Encumbrance (other than any applicable federal or state securities law restrictions), with good and marketable title to such Company Options, (c) other than Company Capital Stock for which a duly executed Letter of Transmittal is being delivered simultaneously herewith, the undersigned does not own any security of the Company other than the Company Options, and (d) this Agreement has been duly and validly executed and delivered by the Optionholder and constitutes a legal, valid and binding obligation of the Optionholder, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws now or hereafter in effect relating to creditors’ rights generally and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Releases. The Optionholder hereby acknowledges and agrees that effective as of Closing, on behalf of himself, herself, or itself and his, her or its respective heirs, beneficiaries, successors, assigns, representatives and agents (the “Releasing Parties”), he, she or it hereby absolutely and fully irrevocably releases, remises, relieves, relinquishes, waives and forever discharges Acquirer, Merger Sub, the Company, the Surviving Corporation and each of their respective current and former officers, directors, employees, agents, direct and indirect equity holders, lenders, advisors, representatives, successors and assigns (collectively, the “Released Parties”), from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, costs, expenses and obligations to, or any claims by it, of every kind and nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, contingent or otherwise, which such Releasing Parties or any of them, had, has, or may have had at any time in the past until and up through (and including) the date of Closing, against the Released Parties, or any of them, including but not limited to any claims which relate to or arise out of t...
Representations and Warranties of the Optionholder. The Optionholder hereby represents and warrants to Allied as of the date hereof and as of the Closing Date as follows:
