REPRESENTATIONS AND WARRANTIES OF THE SELLING. Shareholder(s) The Selling Shareholder(s) represent and warrant to the Buyer that:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Shareholders. Each Selling Shareholder, severally and not jointly, represents ------------ and warrants to and agrees with the several Underwriters and the Company, and shall be deemed to represent and warrant to the several Underwriters and the Company on each Closing Date, that:
(a) Such Selling Shareholder has duly executed a durable power of attorney and custody agreement ("Durable Power of Attorney and Custody Agreement") naming Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, or either of them, as such Selling Shareholder's attorney(s)-in-fact ("Attorneys-in-Fact") for the purpose of entering into and carrying out this Agreement and naming U.S. Stock Transfer Corporation as custodian ("Custodian") of the Shares of such Selling Shareholder for the purpose of selling such Shares to the Underwriters on each Closing Date and receiving payment therefor.
(b) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Shareholder of this Agreement and the Durable Power of Attorney and Custody Agreement, and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder, as set forth on Schedule I annexed hereto, have been obtained. Such Selling Shareholder either (i) has, and at the time of delivery thereof hereunder such Selling Shareholder will have, good and valid title to the Shares proposed to be sold by such Selling Shareholder hereunder, free and clear of all voting trust arrangements, liens, encumbrances, security interests, equities, claims and community or marital property rights (collectively, "Encumbrances"), other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, (ii) has delivered to the Company an irrevocable conditional notice of exercise (a "Notice of Exercise") relating to the exercise of one or more options to purchase shares of Common Stock equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder hereunder, or (iii) has delivered a Notice of Exercise relating to such number of shares of Common Stock that, together with the Shares of Common Stock to which such Selling Shareholder has good and valid title, free and clear of all Encumbrances, other than any created by the Durable Power of Attorney and Custody Agreement or this Agreement for the benefit of the Underwriters, is equal to or greater than the number of Shares proposed to be sold by such Selling Shareholder...
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SHAREHOLDERS 34 Section 4.1 Authorization, Enforceability 34 Section 4.2 Ownership and Transfer of Offered Shares 34 Section 4.3 No Approvals or Conflicts 34 Section 4.4 No Competition 35 Section 4.5 Brokerage 35 Section 4.6 Investment 35 Section 4.7 Accredited Investor; Foreign Investor 35 Section 4.8 No Other Representations and Warranties 35
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SHAREHOLDERS Each Selling Shareholder, severally and not jointly, represents, warrants and covenants to each Underwriter as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Stockholders 10
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Stockholders Each Selling Stockholder, severally with respect to itself, and not jointly, makes the representations and warranties set forth in this Article V to the Purchaser as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF THE SELLING. Stockholders Each of the Selling Stockholders, severally but not jointly, represents and warrants, to and for the benefit of the Purchaser, as of the date of this Agreement and as of the Closing Date, except to the extent such representations and warranties expressly relate to a specific date, in which case as of such date, as set forth on Exhibit F.
REPRESENTATIONS AND WARRANTIES OF THE SELLING. SHAREHOLDERS8 (a) The Underwriting Agreement8
REPRESENTATIONS AND WARRANTIES OF THE SELLING. STOCKHOLDERS Each of the Selling Stockholders hereby jointly and severally represents and warrants to each of Fresh Juice and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF THE SELLING. PARTIES
2.1 Due Organization............................................................... 4 2.2
