Representations and Warranties of the Securityholders. Each Securityholder (as to himself or itself only) represents and warrants to the Company and the other Securityholders that, as of the time such Securityholder becomes a party to this Agreement:
(a) this Agreement (or the separate joinder agreement executed by such Securityholder) has been duly and validly executed and delivered by such Securityholder, and this Agreement constitutes a legal and binding obligation of such Securityholder, enforceable against such Securityholder in accordance with its terms; and
(b) the execution, delivery and performance by such Securityholder of this Agreement (or any joinder to this Agreement, if applicable) and the consummation by such Securityholder of the transactions contemplated hereby (and thereby, if applicable) will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which such Securityholder is subject, (ii) violate any order, judgment or decree applicable to such Securityholder or (iii) conflict with, or result in a breach or default under, any term or condition of any agreement or other instrument to which such Securityholder is a party or by which such Securityholder is bound.
Representations and Warranties of the Securityholders. The Securityholders jointly and severally represent and warrant to Mitel (and acknowledges that Mitel is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below:
(a) Each Securityholder has the legal capacity and, as applicable, the corporate power, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholders and constitutes a valid and binding obligation of the Securityholders enforceable against each Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. As applicable, the execution, delivery and performance of this Agreement have been duly authorized by each Securityholder’s board of directors and shareholders and no other internal proceedings on its part are necessary to authorize this Agreement;
(b) The Aastra Shares and Aastra Options as set forth in Schedule A represent all the Aastra Shares or securities exercisable or convertible into or exchangeable for Aastra Shares (“Convertible Securities”) held of record or beneficially owned, directly or indirectly, or controlled or directed by the Securityholders. Other than the securities set forth in Schedule A, neither the Securityholders nor any of their Affiliates owns of record or beneficially, or exercises control or direction over, directly or indirectly, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholders or any of their Affiliates or transfer to the Securityholders or any of their Affiliates of additional Aastra Shares or Convertible Securities;
(c) The Securityholders are, and will continue to be until the Effective Time, the sole beneficial owners of the Subject Shares, with good title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others;
(d) The Securityholders have the sole right to sell and vote or direct the sale and voting of the Subject Shares;
(e) No Person has any agreement or option, or any right or privi...
Representations and Warranties of the Securityholders. Each Securityholder represents and warrants to Purchaser as to himself or herself, severally and not jointly, that:
Representations and Warranties of the Securityholders. Each Securityholder represents and warrants to each Institutional Investor (as to itself but not as to any other party) upon becoming a party hereto as follows:
Representations and Warranties of the Securityholders. Each Securityholder jointly and severally represents and warrants to each XxXxxx Party as follows:
Representations and Warranties of the Securityholders. Each Securityholder (severally as to itself and not jointly) hereby represents and warrants to INSW and Merger Sub as follows:
Representations and Warranties of the Securityholders. Each Securityholder hereby represents and warrants to and covenants with the Purchaser and Rio Tinto as follows, and acknowledges that the Purchaser and Rio Tinto are relying upon such representations, warranties and covenants in entering into this Agreement:
Representations and Warranties of the Securityholders. The Securityholders hereby represent and warrant to Parent as of the date of this Agreement and as of the Company Stockholder Meeting as follows:
Representations and Warranties of the Securityholders. Each Securityholder hereby represents and warrants to Purchaser and Merger Sub as follows:
Representations and Warranties of the Securityholders. Each Securityholder hereby represents and warrants to and covenants with the Purchaser as follows as of the Effective Time, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement:
