Representations and Warranties of the Stockholder Parties. Each Stockholder Party severally represents and warrants to the Company as follows: (a) such Stockholder Party has the power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed, and delivered by such Stockholder Party, constitutes a valid and binding obligation and agreement of such Stockholder Party and, assuming the valid execution and delivery hereof by the Company, is enforceable against such Stockholder Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery, and performance of this Agreement by such Stockholder Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to such Stockholder Party or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration, or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Stockholder Party is a party or by which it is bound; (d) such Stockholder Party is the beneficial owner of the number of Company Common Shares set forth on Exhibit A as of the date of this Agreement, and the information set forth on Exhibit A with respect to the number of Company Common Shares beneficially owned by such Stockholder Party as of the date of this Agreement, any derivative or other economic arrangements in place with respect to securities of the Company, and the manner in which such Company Common Shares are held, is true, accurate and complete in all respects other than de minimis respects; and (e) to the knowledge of such Stockholder Party after reasonable inquiry, there is no legal or contractual restriction that would prohibit the New Director from serving on the Board or any committees of the Board to which the New Director will be appointed or elected pursuant to this Agreement.
Representations and Warranties of the Stockholder Parties. Each Stockholder Party hereby severally represents and warrants to Parent as follows:
Representations and Warranties of the Stockholder Parties. Each Stockholder Party hereby represents and warrants to Parent as follows:
(a) The Stockholders are the record owners, and the Beneficial Owners are the beneficial owners of, the Owned Shares, the Forwards and the Convertible Bonds, and the Stockholders have good and valid title to the Owned Shares, the Forwards and the Convertible Bonds, free and clear of Liens other than as created by this Agreement or under prime broker agreements. The Stockholder Parties have the only voting power, power of disposition, power to demand appraisal rights and power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities Laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, the Forwards and the Convertible Bonds, the Stockholder Parties do not own beneficially or of record any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.
(b) Each Stockholder Party that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Each Stockholder Party has all requisite power, authority and legal capacity to execute and deliver this Agreement and to perform its or his obligations hereunder. The execution, delivery and performance of this Agreement by each Stockholder Party that is an entity, the performance by such Stockholder Party of its obligations hereunder and the consummation by such Stockholder Party of the transactions contemplated hereby have been duly and validly authorized by such Stockholder Party and no other actions or proceedings on the part of such Stockholder Party are necessary to authorize the execution and delivery by such Stockholder Party of this Agreement, the performance by such Stockholder Party of its obligations hereunder or the consummation by such Stockholder Party of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Stockholder Party and, assuming due authorization, execution and delivery by Parent,...
Representations and Warranties of the Stockholder Parties. Each Stockholder Party hereby jointly and severally represents and warrants to the Company as of the date hereof and as of the Closing as follows:
Representations and Warranties of the Stockholder Parties. Each Stockholder Party hereby represents and warrants to DigitalGlobe as follows:
Representations and Warranties of the Stockholder Parties. Each Stockholder Party represents and warrants to the Company solely for and on behalf of itself that (a) this Agreement has been duly and validly authorized, executed and delivered by such Stockholder Party, and constitutes a valid and binding obligation and agreement of such Stockholder Party, enforceable against such Stockholder Party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights and remedies of creditors and subject to general equity principles, (b) the signatory for such Stockholder Party has the power and authority to execute this Agreement and any other documents or agreements entered into in connection with this Agreement on behalf of itself and the applicable Stockholder Party associated with that signatory’s name, and to bind such Stockholder Party to the terms hereof and thereof, and (c) the execution, delivery and performance of this Agreement by such Stockholder Party does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.
Representations and Warranties of the Stockholder Parties. Each Stockholder Party represents and warrants to the Company that (a) its applicable authorized signatory named on the signature page of this Agreement has the power and authority to execute and deliver this Agreement and any other documents or agreements to be entered into in connection with this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by such Stockholder Party, constitutes the valid, binding obligation of, and is enforceable against, such Stockholder Party in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions, (c) the execution of this Agreement, the consummation of any of the transactions contemplated by the Agreement and the fulfillment of the terms of this Agreement, in each case in accordance with the terms of this Agreement, will not conflict with or result in a breach or violation of the organizational documents of such Stockholder Party as in effect on the Effective Date, (d) the execution, delivery and performance of this Agreement by such Stockholder Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Stockholder Party or (ii) result in any breach or violation of or constitute a default (or any event that with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Stockholder Party is a party or by which such Stockholder Party is bound, and (e) as of the Effective Date, the Stockholder Parties beneficially own in the aggregate 1,291,302 shares of Common Stock, and (f) except as otherwise noted on Exhibit A, no Stockholder Party has, or has any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into, exercisable or exchangeable for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, in each case (i) whether or not convertible, exercisable or exchangeable immediately or only after the passage of time ...
Representations and Warranties of the Stockholder Parties. Each Stockholder Party, severally and not jointly, represents and warrants as of the date hereof to the Purchaser and the Seller Parties (solely with respect to itself, himself or herself and not with respect to any other Stockholder Party) as follows:
Representations and Warranties of the Stockholder Parties. Each Stockholder Party, severally, but not jointly, represents and warrants to the Company as follows.
Representations and Warranties of the Stockholder Parties. The Stockholder Parties represent and warrant to the Ambase Parties and the Purchaser that (i) they are the beneficial owners of the Shares, in the manner described in the WHEREAS clauses to this Agreement, and shall transfer the Shares free and clear of all liens, claims, encumbrances, restrictions on transfer or rights of third parties of any nature whatsoever ("Liens"), (ii) they do not have any right, title or interest in or to any shares of or options or warrants to acquire shares of Common Stock, or any other securities of the Company other than the 6,615,531 Shares described in Section 1.1 of this Agreement, (iii) the performance by the Stockholder Parties of their obligations hereunder will vest in the Purchaser title to the Shares, free and clear of all Liens, (iv) they have all requisite power and authority to execute, deliver and perform this Agreement and to sell, assign and transfer the Shares, (v) this Agreement constitutes a valid and binding obligation of the Stockholder Parties, enforceable in accordance with its terms and (vi) no consent, approval, waiver, authorization or filing is necessary for the execution, delivery and performance by the Stockholder Parties of this Agreement which has not already been obtained. Notwithstanding any provision of this Agreement to the contrary, in the event that, whether prior to or subsequent to the Closing, any Lien relating to the Shares shall be discovered by any party hereto, such party shall immediately give notice thereof to the Stockholder Parties and the Stockholder Parties shall, at their sole cost and expense, remove or cause to be removed such Lien.
