Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to and agrees with each of the Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.
(b) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene any provision of applicable law, or the certificate of incorporation or by-laws of the Selling Shareholder (if the Selling Shareholder is a corporation), or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder except, in each case, where any such contravention would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement of the Selling Shareholder, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares, except where the failure to obtain such consent, approval, authorization or order of, or qualification with, any governmental body or agency would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to perform its obligations hereunder.
(c) The Selling Shareholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares.
(d) [Reserved].
(e) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in th...
Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents, warrants and covenants, solely with respect to himself and the number of Selling Shareholder Shares and the Selling Shareholder Option Shares set forth opposite his name on Schedule I hereto, to each Underwriter that:
(a) The Selling Shareholder has valid and unencumbered title to 2,300,000 shares of Class A Common Stock of the Company, that are convertible into 2,300,000 Shares.
(b) Such Selling Shareholder will have, valid and unencumbered title to the Shares on each Applicable Closing Date, to be delivered by the Selling Shareholder on such Applicable Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be delivered by the Selling Shareholder on such Applicable Closing Date hereunder; and upon the delivery of and payment for such Shares on each Applicable Closing Date hereunder, the several Underwriters will acquire valid and unencumbered title to the Shares to be delivered by the Selling Shareholder on such Applicable Closing Date.
(c) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Selling Shareholder of his obligations hereunder, in connection with the offering, issuance or sale of the Selling Shareholder Shares hereunder or the consummation of the transactions contemplated by this Agreement, except such as has been already obtained or may be required under the Act or the Rules and Regulations, state securities laws or the bylaws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Selling Shareholder Shares and the Selling Shareholder Option Shares to be sold hereby;
(d) The Selling Shareholder has the legal right, power and all authorizations and approvals required by law to enter into the Custody Agreement (as defined in Section 4(j) hereof). This Agreement and the Custody Agreement have been duly executed and delivered by the Selling Shareholder and each such agreement is a legal, valid and binding agreement of the Selling Shareholder;
(e) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and in the Registration Statement (including the issuance and sale of such Selling Shareholder Shares and the Selling Shareholder Option Shares, if applicable) and c...
Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded):
(1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances.
(2) This Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms.
(3) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement.
(4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, and the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject.
(5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof.
(6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of ...
Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter and the Company that:
Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to and agrees with the Underwriter that:
(a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.
(b) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, (ii) the organizational documents of the Selling Shareholder, (iii) any agreement or other instrument binding upon the Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, except in the case of (i), (iii) and (iv) as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Shareholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (i) such as may have already been obtained, (ii) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares or (iii) such that would not reasonably be expected to have a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated by this Agreement.
(c) The Selling Shareholder has, and on the Initial Closing Date, the Repurchase Closing Date and any Option Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares.
(d) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the credit...
Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Buyer the following.
Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date, as follows:
Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents, warrants and covenants to each Underwriter as follows:
Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to Bidders, as follows:
Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Purchaser that the statements in this Section 4 are all true, correct and complete as of the date hereof, as of the Closing Date and, to the best of their knowledge, as of the payment date of the Second Installment:
