REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each Principal Shareholder represents and warrants to Parent and Acquisition Sub with respect to himself or itself only that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each Principal Shareholder, severally and not jointly, represents and warrants to Parent, the Banks and Purchaser, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders hereby represents and warrants to the Company as follows:
(a) The Principal Shareholder has full power and authority to enter into this Voting Agreement and authority, insofar as the matters addressed by this Voting Agreement are concerned, to vote his, her or its MBI Stock, and is the sole record and beneficial owner of his, her or its MBI Stock. The Principal Shareholder represents that he, she or it has not granted the right to vote such MBI Stock, insofar as the same would be affected hereby, to any person or entity, subject to Section 1 of this Voting Agreement. During the term of this Agreement, the Principal Shareholder will not, and will not permit any entity under the Principal Shareholder's control to, deposit any shares of MBI Stock held by the Principal Shareholder in a voting trust or subject any of such shares to any proxy, arrangement or agreement with respect to the voting of such shares, insofar as the same would be affected hereby, other than as provided in this Agreement. The Principal Shareholder has good, valid and marketable title to the Principal Shareholder's MBI Stock, free and clear of any and all claims, liens, charges, encumbrances and security interests (except for any restrictions on transfer under applicable securities laws).
(b) This Voting Agreement is the legal, valid and binding agreement of the Principal Shareholder, enforceable against the Principal Shareholder in accordance with its terms.
(c) The proxy granted pursuant to this Voting Agreement is legal, valid and effective and, except for the Principal Shareholder's ability to vote as expressly retained in Section 1 hereof, will confer upon the designated proxies or their substitutes all of the voting power of the Principal Shareholder's MBI Stock under law and MBI's Certificate of Incorporation and Bylaws with respect to the matters specified in Section 1 hereof until the Termination Date.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 8 3.1 CAPACITY; AUTHORITY; NO CONSENTS..............................................9 3.2
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of Mr. Xxxx Xxxxxxxxx Xxx and Xx. Xxx Xxxxx (the “Principal Shareholders”), severally but not jointly, represents and warrants to each Underwriter that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders represents and warrants to Merger Partner and Sub as to itself only as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders, severally but not jointly, hereby represents and warrants to Parent and Sub, subject to such exceptions as are specifically disclosed in the Disclosure Schedule and dated as of the date hereof, on the date hereof and as of the Effective Time, as though made at the Effective Time, as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. 24- 4.1 Authorization etc...............................................-24- 4.2 Parent Common Stock.............................................-25- ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT AND ACQUISITION........................................-27- 5.1 Corporate Organization..........................................-27- 5.2 Authorization...................................................-27- 5.3 Consents and Approvals; No Violations...........................-28- 5.4 Capitalization..................................................-28- 5.5 SEC Reports and Financial Statements............................-29- 5.6 Absence of Certain Changes......................................-29- 5.7 Disclosure......................................................-30- 5.8 Litigation......................................................-30- 5.9 Due Diligence Investigation.....................................-30- 5.10 Tax Treatment of Merger.........................................-30- ARTICLE VI CONDUCT OF BUSINESS OF THE COMPANY AND THE PARENT PRIOR TO THE EFFECTIVE TIME...............................-30- 6.1 Conduct of Business of the Company..............................-30- 6.2 Conduct of Business of the Parent...............................-32- 6.3 Conduct of Business of Acquisition..............................-32- 6.4 Other Negotiations..............................................-32- (ii) ARTICLE VII ADDITIONAL AGREEMENTS.................................................-33- 7.1 Access to Properties and Records................................-33- 7.2 Stockholder Approval............................................-33- 7.3 Reasonable Efforts; etc.........................................-34- 7.4 Material Events.................................................-34- 7.5 Registration Statement on Form S-8..............................-34- 7.6. Fees and Expenses...............................................-34- 7.7 Employees.......................................................-35- 7.8 Board of Directors of the Parent; Observer......................-35- 7.9 Nasdaq National Market Listing..................................-36- 7.10 Directors and Officers Indemnification..........................-36- 7.11 Tripod Brand....................................................-36- 7.12 Location of Operations..........................................-36- 7.13 Tax Treatment...................................................-36- ARTICLE VIII CONDITIONS TO THE OBLIGATIONS...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. Avista Capital, Inc., a Washington corporation (the “Majority Shareholder”) and each of the Insight Entities (together with the Majority Shareholder, each a “Principal Shareholder” and together the “Principal Shareholders”), severally but not jointly, represent and warrant to Purchaser and Merger Sub as follows.
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL SHAREHOLDERS. In order to induce Lincoln Electric to enter into this Agreement, Jxxxxx X. Xxxxxx, Gxxxxx X. Xxxxxx, the Jxxxxx X. Xxxxxx Revocable Trust, dated June 10, 1997, as amended or restated, Jxxxxx X. Xxxxxx Grantor Retained Annuity Trust I, dated July 15, 1998, Jxxxxx X. Xxxxxx Grantor Retained Annuity Trust II, dated July 15, 1998, and Gxxxxx X. Xxxxxx, Trustee U/A, dated October 10, 1997, as amended or restated (collectively, the “Principal Shareholders”) hereby jointly and severally represent and warrant to Lincoln Electric that the statements contained in this Article III are true, correct and complete as of the Closing.
