Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereof:
Appears in 19 contracts
Samples: Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.), Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.), Stockholders Agreement (BJ's Wholesale Club Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 19 contracts
Samples: Voting and Support Agreement (Trean Insurance Group, Inc.), Voting and Support Agreement (AgroFresh Solutions, Inc.), Voting and Support Agreement (CD&R Associates VIII, Ltd.)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date of the Original Agreement (and in respect of Persons who became or become a party to this Agreement after the date of the Original Agreement, such Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each of the other Stockholder Stockholders and to the Company that on the date hereofof its execution of a Joinder Agreement) and as of the date hereof as follows:
Appears in 11 contracts
Samples: Sponsor Stockholders Agreement, Stockholders Agreement (Dell Technologies Inc), SLP Stockholders Agreement (Dell Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofwarrants as follows:
Appears in 10 contracts
Samples: Form of Voting Agreement (Alteryx, Inc.), Voting Agreement (Avid Technology, Inc.), Voting Agreement (Momentive Global Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 9 contracts
Samples: Voting Agreement (Searchlight Minerals Corp.), Stockholder's Agreement (Allion Healthcare Inc), Exchange Offer Agreement (Thwapr, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby of the Stockholders represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 8 contracts
Samples: Stockholders Agreement (Leslies Poolmart Inc), Stockholders Agreement (Check Mart of New Mexico Inc), Stockholders Agreement (Diamond Triumph Auto Glass Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, represents and warrants, solely on its own behalfwith respect to itself, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 6 contracts
Samples: Stockholders’ Agreement (BCHI Holdings, LLC), Stockholders’ Agreement (Fusion Connect, Inc.), Stockholders’ Agreement (Rosen Marvin S)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and but not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on and each of the date hereofInvestors as follows:
Appears in 5 contracts
Samples: Voting Agreement (Jet.AI Inc.), Voting Agreement (Solidion Technology Inc.), Voting Agreement (BitNile Metaverse, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants (severally and not jointly, and solely on its own behalf, jointly as to each other Stockholder and itself only) to the Company that on the date hereofAcquiror as follows:
Appears in 5 contracts
Samples: Stockholder Support Agreement (CM Life Sciences II Inc.), Company Holders Support Agreement (Cerberus Telecom Acquisition Corp.), Company Holders Support Agreement (Hudson Executive Investment Corp.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, hereby represents and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofAcquiror as follows:
Appears in 5 contracts
Samples: Tender Agreement (Pfizer Inc), Principal Stockholder Agreement (Loral Space & Communications LTD), Principal Stockholder Agreement (British Aerospace Holdings Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents represents, warrants and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and covenants to the Company that on the date hereofother parties hereto as follows:
Appears in 5 contracts
Samples: Voting Agreement (Fishman Steven E.), Voting Agreement (Fishman Steven E.), Voting Agreement (Fishman Steven E.)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby represents and warrantswarrants to the Company, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 4 contracts
Samples: Voting Agreement (Paradyne Networks Inc), Voting Agreement (Zhone Technologies Inc), Voting Agreement (Sorrento Networks Corp)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, on behalf of itself and each other Stockholder, hereby severally, and not jointly and severally, represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofPrincipal Investor as follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants (severally, severally and not jointly, and solely on its own behalf, as to each other Stockholder and itself only) to the Company that on the date hereofAcquiror as follows:
Appears in 4 contracts
Samples: Support Agreement (Ventoux CCM Acquisition Corp.), Support Agreement (Ventoux CCM Acquisition Corp.), Support Agreement (dMY Technology Group, Inc. IV)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, jointly represents and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofAcquiror as follows:
Appears in 4 contracts
Samples: Voting Agreement (Netscape Communications Corp), Voting Agreement (Clark James H), Voting Agreement (America Online Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally represents and warrants, severally warrants with respect to itself and not jointly, its ownership of the Shares to Purchaser and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofSubsidiary as follows:
Appears in 4 contracts
Samples: Stock Option Agreement (Shared Technologies Fairchild Inc), Stock Option Agreement (Fairchild Corp), Stock Purchase Agreement (Digex Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally warrants and not jointly, and solely on its own behalf, covenants to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 4 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Wynn Resorts LTD), Stockholders Agreement (Wynn Stephen A)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, hereby represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 4 contracts
Samples: Voting and Support Agreement (Misonix Inc), Voting and Support Agreement (Bioventus Inc.), Stockholders' Agreement (Equivest Finance Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, jointly and severally as to itself and each other Stockholder, hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 4 contracts
Samples: Voting Agreement (Silgan Holdings Inc), Voting Agreement (Silgan Holdings Inc), Voting Agreement (Graham Packaging Co Inc.)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby represents and warrants, warrants (severally as to itself and not jointly, and solely on its own behalf, to each other Stockholder and ) to the Company that on the date hereofas follows:
Appears in 3 contracts
Samples: Securities Exchange Agreement (Infogrames Entertainment Sa), Securities Exchange Agreement (Gt Interactive Software Corp), Securities Exchange Agreement (General Atlantic Partners LLC)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 3 contracts
Samples: Note and Share Exchange Agreement (Invisa Inc), Recapitalization Agreement (Jazz Semiconductor Inc), Preferred Stock Redemption Agreement (Paradigm Holdings, Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally jointly and not jointlyseverally, and solely on its own behalf, to each other Stockholder and as of the date hereof to the Company that on the date hereofCompany, as follows:
Appears in 3 contracts
Samples: Class B Stock Exchange Agreement (Brookfield Asset Management Inc.), Class B Stock Exchange Agreement (Brookfield Asset Management Inc.), Class B Stock Exchange Agreement (GGP Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, warrants to the Company and each other Stockholder and to the Company that on as of the date hereofof this Agreement (or, in the case of a Stockholder executing a Joinder Agreement, as of such date) that:
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Holicity Inc.), Joinder Agreement (Skillz Inc.), Joinder Agreement (Flying Eagle Acquisition Corp.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on as of the date hereofhereof that:
Appears in 3 contracts
Samples: Stockholders Agreement (Avista Capital Partners GP, LLC), Stockholders Agreement (Angiodynamics Inc), Stockholders Agreement (Angiodynamics Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, hereby represents and solely on its own behalf, warrants to the Company and each other Stockholder and to the Company that on the date hereof:
Appears in 3 contracts
Samples: Stockholders’ Agreement (WideOpenWest, Inc.), Stockholders’ Agreement (WideOpenWest, Inc.), Stockholders’ Agreement (WideOpenWest, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, jointly and severally, represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofthat:
Appears in 3 contracts
Samples: Support Agreement (Icahn Enterprises L.P.), Support Agreement (Dynegy Inc.), Support Agreement (Icahn Carl C)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofother Stockholders as follows:
Appears in 3 contracts
Samples: Agreement (Analex Corp), Voting Agreement (Stout Jon M), Voting Agreement (Analex Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally represents and warrants, severally warrants with respect to itself and not jointly, and solely on its own behalf, ownership of the Shares to each other Stockholder and to the Company that on the date hereofPurchaser as follows:
Appears in 3 contracts
Samples: Voting Agreement (Elan Corp PLC), Voting Agreement (Manor Care Inc/New), Voting Agreement (Elan Corp PLC)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants (severally and not jointly, jointly and solely on its own behalf, as to each other Stockholder itself only) to Acquiror and to the Company that on the date hereofas follows:
Appears in 3 contracts
Samples: Company Holders Support Agreement (Supernova Partners Acquisition Co II, Ltd.), Company Holders Support Agreement (Supernova Partners Acquisition Co II, Ltd.), Company Holders Support Agreement (Supernova Partners Acquisition Co II, Ltd.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, warrants to the Company and each other Stockholder and to the Company that on as of the date hereofof this Agreement that:
Appears in 3 contracts
Samples: Investor Rights Agreement (Tailwind Acquisition Corp.), Stockholders Agreement (DraftKings Inc.), Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally but not jointly represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on Buyer as of the date hereofhereof as follows:
Appears in 3 contracts
Samples: Voting and Support Agreement (Tree.com, Inc.), Voting and Support Agreement (Tree.com, Inc.), Voting and Support Agreement (Tree.com, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally as to itself, but not jointly or as to any other Stockholder, represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 3 contracts
Samples: Stockholders Agreement (Mariner Post Acute Network Inc), Stockholders Agreement (Paragon Health Network Inc), Stockholders Agreement (Apollo Investment Fund Iii Lp)
Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants severally and not jointly to each of the other Stockholders and to the Company as of the date hereof (and in respect of Persons who become a party to this Agreement after the date hereof, such Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each of the other Stockholder Stockholders and to the Company that on the date hereofof its execution of a Joinder Agreement) as follows:
Appears in 3 contracts
Samples: Class C Stockholders Agreement (Dell Technologies Inc), Class C Stockholders Agreement (Dell Technologies Inc), C Stockholders Agreement (Dell Technologies Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas to itself as follows:
Appears in 3 contracts
Samples: Voting and Support Agreement (Khan Nazar M.), Voting and Support Agreement (Pascual Bryan J.), Voting and Support Agreement (Stammtisch Investments LLC)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder behalf hereby severally represents and warrants to the Company that on Buyer with respect to itself and its, his or her ownership of the date hereofShares as follows:
Appears in 3 contracts
Samples: Stockholder Agreement (Skyworks Solutions, Inc.), Stockholder Agreement (Advanced Analogic Technologies Inc), Stockholder Agreement (Tenfold Corp /Ut)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, on behalf of itself and its affiliates, hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofand each Investor as follows:
Appears in 3 contracts
Samples: Voting Agreement (Clean Energy Technologies, Inc.), Voting Agreement (Gulfmark Offshore Inc), Securities Purchase Agreement (Gulfmark Offshore Inc)
Representations and Warranties of the Stockholders. Each -------------------------------------------------- Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalfbehalf hereby severally represents and warrants to Acquiror with respect to itself and its, to each other Stockholder and to his or her ownership of the Company that on the date hereofShares as follows:
Appears in 3 contracts
Samples: Stockholder Agreement (Cmgi Inc), Stockholder Agreement (Prodigy Communications Corp), Stockholder Agreement (Cmgi Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and hereby, severally, represents, warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofagrees that:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (Tejas Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and as of the date hereof to the Company that on the date hereofas follows:
Appears in 2 contracts
Samples: I Preferred Stock Exchange Agreement (Brookfield Asset Management Inc.), Series I Preferred Stock Exchange Agreement (Rouse Properties, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and but not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofAcquiror as follows:
Appears in 2 contracts
Samples: Stockholders' Agreement (Us West Inc), Conformed Copy Stockholders' Agreement (Iron Mountain Inc /De)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, represents and warrants, solely on its own behalfwith respect to itself, to each other Stockholder and to the Company that on Company, as of the date hereofsuch Stockholders becomes a party to this Agreement, as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Jackson Financial Inc.), Stockholders Agreement (Prudential PLC)
Representations and Warranties of the Stockholders. Each Stockholder hereby of the Stockholders represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofthat:
Appears in 2 contracts
Samples: Stockholder’s Agreement (Forest Oil Corp), ’s Agreement (Forest Oil Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofwarrants as follows:
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Striker Industries Inc), Securities Purchase and Redemption Agreement (TWP Capital Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on as set forth below, solely with respect to such Stockholder and the date hereof:applicable Shares being sold by such Stockholder.
Appears in 2 contracts
Samples: Redemption Agreement (Balance Labs, Inc.), Redemption Agreement (W Technologies, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder (severally and not jointly) hereby represents and warrants, severally as to such Stockholder and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofClearwire as follows:
Appears in 2 contracts
Samples: Voting and Support Agreement (Sprint Nextel Corp), Voting and Support Agreement (Clearwire Corp /DE)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on as of the date hereofhereof in respect of itself as follows:
Appears in 2 contracts
Samples: Stockholders Agreement (Harbinger Capital Partners Master Fund I, Ltd.), Stockholders Agreement (Salton Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and but not jointly, and solely on its own behalf, to each other Stockholder and jointly to the Company that on and each of the date hereofInvestors as follows:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kun Run Biotechnology, Inc.), Voting Agreement (Kun Run Biotechnology, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder on his or her own behalf hereby severally represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other the Buyer with respect to such Stockholder and to such Stockholder’s ownership of the Company that on the date hereofShares as follows:
Appears in 2 contracts
Samples: Voting Agreement (Avid Technology Inc), Voting Agreement (Pinnacle Systems Inc)
Representations and Warranties of the Stockholders. Each Stockholder Stockholder, as to itself only, hereby represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofSequential as follows:
Appears in 2 contracts
Samples: Voting and Support Agreement (Martha Stewart Living Omnimedia Inc), Voting and Support Agreement (Sequential Brands Group, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby Stockholder, represents and warrantswarrants to Acquiror, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 2 contracts
Samples: Stockholder Support Agreement (CF Finance Acquisition Corp. III), Stockholder Support Agreement (CF Finance Acquisition Corp. III)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants (severally and not jointly, jointly and solely on its own behalf, as to each other Stockholder and itself) to the Company that on the date hereofas follows:
Appears in 2 contracts
Samples: Voting Agreement (R1 RCM Inc. /DE), Voting Agreement (R1 RCM Inc. /DE)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointlyjointly with any other Stockholder, hereby represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on as of the date hereof:
Appears in 2 contracts
Samples: Governance Agreement (Mosaic Co), Governance Agreement (Mosaic Co)
Representations and Warranties of the Stockholders. Each Stockholder on such Stockholder’s own behalf hereby represents and warrantsseverally, severally and not jointly, represents and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofBuyer as follows:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keane, Inc.), Stockholder Voting Agreement (Keane, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, represents and solely on its own behalfwarrants to, to each other Stockholder and to agrees with, the Company that on the date hereofas follows:
Appears in 2 contracts
Samples: Exchange Agreement (New World Coffee Manhattan Bagel Inc), Exchange Agreement (Bet Associates Lp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants (severally and not jointlyjointly as to himself, and solely on its own behalf, herself or itself only) to each other Stockholder and to the Company that on the date hereofXxxxxxxx as follows:
Appears in 2 contracts
Samples: Support Agreement (NKGen Biotech, Inc.), Support Agreement (Graf Acquisition Corp. IV)
Representations and Warranties of the Stockholders. Each Stockholder hereby individually represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on Corporation, as of the date hereof, as follows:
Appears in 2 contracts
Samples: Security Holders' Agreement (PGT, Inc.), Security Holders' Agreement (PGT, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofwarrants as follows:
Appears in 2 contracts
Samples: Lock Up Agreement (Cascade Investment LLC), Voting Agreement (Pacific Ethanol, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder behalf hereby severally represents and warrants to the Company that on with respect to such Stockholder and such Stockholder’s ownership of the date hereofShares as follows:
Appears in 2 contracts
Samples: Voting Agreement (PRA International), Voting Agreement (PRA International)
Representations and Warranties of the Stockholders. Each Stockholder hereby covenants, represents and warrantswarrants to the Company, severally and not jointly, and solely on as to himself or itself and its own behalfCommon Shares, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 2 contracts
Samples: Voting Agreement (Asta Funding Inc), Voting Agreement (Asta Funding Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, hereby represents and solely on its own behalfwarrants to the Issuer, to and each other Stockholder and to the Company that on the date hereof:
Appears in 2 contracts
Samples: Stockholders Agreement (ZoomInfo Technologies Inc.), Stockholders Agreement (ZoomInfo Technologies Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants to the Company, severally and not jointly, as of the date of this Agreement and solely on its own behalf, to each other Stockholder and to as of the date of the Company that on the date hereofStockholder Meeting, as follows:
Appears in 2 contracts
Samples: Voting Agreement (Rouse Properties, Inc.), Voting Agreement (Brookfield Asset Management Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby jointly and severally represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofthat:
Appears in 2 contracts
Samples: Exchange Agreement (BioScrip, Inc.), Exchange Agreement (BioScrip, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, on behalf of itself, severally and not jointly, hereby represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on other Parties that, as of the date hereof:
Appears in 1 contract
Samples: Voting Agreement (Brigham Ben M)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants to the Company, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsAs of the date hereof, each Stockholder, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on and the date hereofPurchaser, as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants to the Company severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofjointly as follows:
Appears in 1 contract
Samples: Subscription and Stockholders’ Agreement (SCP Pool Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereof(only as to such Stockholder and not any other Stockholder) as follows:
Appears in 1 contract
Samples: Voting Agreement (Virtusa Corp)
Representations and Warranties of the Stockholders. Each Major Stockholder hereby represents and warrantsseverally, severally and but not jointly, represents and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofBuyer as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby (as to itself or himself only) represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the other Stockholders and the Company that on the date hereofthat:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsof the Stockholders hereby, severally and not jointly, represents and solely on its own behalfwarrants to Purchaser, as to each itself and not any other Stockholder and to the Company that on the date hereofStockholder, as follows:
Appears in 1 contract
Samples: Strategic Alliance Agreement (Elite Pharmaceuticals Inc /De/)
Representations and Warranties of the Stockholders. Each Stockholder on his or its own behalf hereby severally represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company that on with respect to such Stockholder and such Stockholder’s ownership of the date hereofShares as follows:
Appears in 1 contract
Samples: Voting Agreement (Lear Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents of the Stockholders represent and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrant to the Company (but only to the extent that on the date hereofsuch representation and warranty relates to a corporation in which such Stockholder is a stockholder) as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (West Teleservices Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsseverally, severally as to itself, and not jointly, represents and solely on its own behalfwarrants to, to each other Stockholder and to covenants and agrees with, the Company that on the date hereofas follows:
Appears in 1 contract
Samples: Subscription Agreement (Loews Cineplex Entertainment Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants to the Company, severally and not jointly, and solely on its own behalfas to himself and his Common Shares, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas to itself as follows:
Appears in 1 contract
Samples: Voting and Support Agreement (SilverSun Technologies, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereof:
Appears in 1 contract
Samples: Investment and Stockholders’ Agreement (PDL Biopharma, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalfbehalf hereby severally represents and warrants to Acquiror with respect to itself and its, to each other Stockholder and to his or her ownership of the Company that on the date hereofShares as follows:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Yesmail Com Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, jointly and solely on its own behalfwith respect to such Stockholder only, to each other Stockholder and to the Company that on Buyer, as of the date hereofhereof and the Closing Date, as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, of the Stockholders severally and not jointly, jointly represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on the date hereofas follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and Acquiror as to the Company that on the date hereofitself as follows:
Appears in 1 contract
Samples: Subscription Agreement (LGL Systems Acquisition Corp.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants to the Company, severally as to itself and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 1 contract
Samples: Preferred Stock Exchange Agreement (Fairway Group Holdings Corp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants to the Company and CVC, severally and not jointly, and solely on its own behalfwith respect to itself, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby individually represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on Company, as of the date hereof, as follows:
Appears in 1 contract
Samples: Stockholders Agreement (Southwest General Hospital Lp)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants (severally and not jointly, and solely on its own behalf, jointly as to each other Stockholder and itself only) to the Company that on the date hereofAcquiror as follows:
Appears in 1 contract
Samples: Support Agreement (Northern Genesis Acquisition Corp. II)
Representations and Warranties of the Stockholders. Each Stockholder hereby severally (and not jointly with Technest or any other Stockholder) represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants to the Company Company, solely with respect to that on the date hereofStockholder, that:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Financial Intranet Inc/Ny)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalfbehalf hereby severally represents and warrants to Buyer with respect to itself and its, to each other Stockholder and to his or her ownership of the Company that on the date hereofShares as follows:
Appears in 1 contract
Samples: Company Stockholder Agreement (Genaissance Pharmaceuticals Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, hereby represents and solely on its own behalf, warrants to the Parent and each other Stockholder and to the Company Sponsor Investors that on the date hereof:
Appears in 1 contract
Samples: Stockholders’ Agreement (TransUnion Holding Company, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereof:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantswarrants to the Investor, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 1 contract
Samples: Voting and Support Agreement (Nesco Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally (and not jointly) solely with respect to such Stockholder, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofas follows:
Appears in 1 contract
Samples: Voting Agreement (Cubic Corp /De/)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and warrants as of the date hereof to the Company that on with respect to the date hereofStockholder and such Stockholder’s ownership of shares of Series A-1 Preferred Stock (if applicable) as follows:
Appears in 1 contract
Samples: Consent Agreement (Discovery, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantshereby, severally and not jointly, represents and solely on its own behalf, to each other Stockholder and warrants to the Company that on and the date hereofInvestors as follows:
Appears in 1 contract
Samples: Preferred Stock Exchange Agreement (Paradigm Holdings, Inc)
Representations and Warranties of the Stockholders. Each Stockholder on such Stockholder’s own behalf hereby severally, and not jointly with any other Stockholder, represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on Buyer as of the date hereofhereof as follows:
Appears in 1 contract
Samples: Stockholder Voting Agreement (Suncom Wireless Holdings, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder of the Stockholders hereby severally represents and warrantswarrants to the Company, severally solely as to himself, herself or itself and not jointlywith respect to any other Stockholder, that the following representations and solely on its own behalfwarranties are, to each other Stockholder and to the Company that on as of the date hereof:, true and correct.
Appears in 1 contract
Samples: Stockholders Exchange and Registration Rights Agreement (Laureate Education, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, severally and not jointly, and solely on its own behalf, to each other Stockholder and to the Company that on the date hereofthat:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder (except to the extent otherwise provided herein) hereby severally but not jointly represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereofHoldings as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder on its own behalf hereby represents and warrants, severally warrants to Acquiror with respect to itself and not jointly, and solely on its own behalf, to each other Stockholder and to or her ownership of the Company that on the date hereofShares as follows:
Appears in 1 contract
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrantsStockholder, severally and not jointly, hereby represents and solely on its own behalfwarrants to the Company, to and each other Stockholder and to the Company that on the date hereof:
Appears in 1 contract
Samples: Stockholders’ Agreement (PSAV, Inc.)
Representations and Warranties of the Stockholders. Each Stockholder hereby individually represents and warrants, severally and not jointly, and solely on its own behalf, warrants to each other Stockholder and to the Company that on the date hereof:as follows: (a)
Appears in 1 contract
Samples: Stockholders Agreement (Hayes Wheels International Inc)
Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants, warrants (severally and not jointlyjointly as to himself, and solely on its own behalf, herself or itself only) to each other Stockholder and to the Company that on the date hereofAcquiror as follows:
Appears in 1 contract
Samples: Company Stockholder Support Agreement (AMCI Acquisition Corp. II)