REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder hereby represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents, warrants and covenants to, and agrees with, VIALOG and VIALOG Merger Subsidiary as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. 29 SECTION 4.1 Organization............................................... 29 SECTION 4.2
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows:
a. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization.
b. If the Principal Stockholder is a corporation, limited liability company, partnership or trust, the Principal Stockholder has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by the Principal Stockholder and the consummation by the Principal Stockholder of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Principal Stockholder.
c. This Agreement has been duly executed and delivered by the Principal Stockholder and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and Merger Sub) is a valid and binding obligation of the Principal Stockholder, enforceable against the Principal Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
d. The execution and delivery of this Agreement by the Principal Stockholder do not, and the performance of this Agreement by the Principal Stockholder will not, (i) if the Principal Stockholder is a corporation, limited liability company, partnership or trust, conflict with or violate the organizational documents of the Principal Stockholder, (ii) conflict with or violate any law, rule, regulation or order applicable to the Principal Stockholder or by which any of the Principal Stockholder's properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien on the properties or assets of the Principal Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, f...
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Buyer and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to Acquiror as follows:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. In addition to the joint and several representations made in Article II hereof, the Principal Stockholder hereby represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder represents and warrants to RCGI and to 399 Venture that:
REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDER. The Principal Stockholder hereby represents and warrants to Parent and Acquisition Co. as follows (such representations and warranties do not lessen or obviate the representations and warranties of the Company and the Stockholders set forth in Article III above):
