Representations of Shareholder. Shareholder represents and warrants to Parent that:
(a) (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of the Original Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.
(b) Shareholder does not beneficially own any shares of Company Stock other than (i) the Original Shares.
(c) Shareholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms.
(d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby, or compliance by Shareholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to Shareholder or to Shareholder’s property or assets.
(e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement. No consent of Shareholder’s spouse is necessary under any “community property” or other laws in order for Shareholder to enter into and perform its obligations under this Agreement.
Representations of Shareholder. 1.1 The Shareholder represents that the Shareholder is the holder of the number of shares of the capital stock of Medscape set forth on the signature page to this Agreement ("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in the Exchange Act) (a) any shares of the capital stock of Medscape or (b) any rights to acquire any shares of the capital stock of Medscape, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof.
1.3 The Shareholder represents that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected.
Representations of Shareholder. The Shareholder represents and warrants to the Parent that:
(a) as of the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)) or of record each of the Ordinary Shares, par value NIS 0.01 per share, of the Company (the “Company Shares”), set forth on Schedule 1(a) (the “Shares”), free and clear of all Liens (other than as set forth on Schedule 1(a) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities Act and the “blue sky” laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share capital of the Company and there are no Voting trusts or Voting agreements with respect to such Shares;
(b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares and does not have any options, warrants or other rights to acquire any additional share capital of the Company or any security exercisable for or convertible or exchangeable into share capital of the Company;
(c) the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder;
(d) this Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms;
(e) other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity or any other Person or enti...
Representations of Shareholder. The Shareholder represents and warrants to the Company that:
(a) As of the date of this Agreement, the Shareholder is the beneficial owner (within the meaning of Rule 13d-3) of the Owned Shares.
(b) As of the date of this Agreement, the Shareholder does not beneficially own (within the meaning of Rule 13d-3) any shares of SmartFinancial Common Stock, or any shares of any other class or series of capital stock of SmartFinancial, other than the Owned Shares.
(c) The Shareholder has all necessary legal power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid, and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms.
Representations of Shareholder. The Shareholder represents that he (a) is the holder of 2,069,810 shares of the Common Stock of TMI (the Shareholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of TMI other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.
Representations of Shareholder. The Shareholder represents and warrants to the Company as follows:
Representations of Shareholder. The Shareholders hereby severally represent and warrant to each other that, each Shareholder:
(a) owns and has the right to vote the number of Shares set forth above, (b) has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to the Shares and (c) will not take any action inconsistent with the purposes and provisions of this Agreement.
Representations of Shareholder. In order to induce Purchaser to enter into this Agreement and to purchase the Shares, Shareholder hereby acknowledges and represents to, and agrees with, Purchaser as follows:
a. Shareholder has had a full and fair opportunity to review the books and records of the Corporation and to discuss its operations, financial condition and business prospects with the officers, directors and shareholders of the Corporation. Shareholder acknowledges that, except as expressly set forth herein, neither Purchaser nor the Corporation nor any of its officers, directors or shareholders has made any promises or commitments to Shareholder to induce Shareholder to sell his Shares as contemplated hereby nor has Shareholder relied on any oral or written representations by Purchaser or the Corporation or any of its officers, directors or shareholders in agreeing to sell his Shares to Purchaser for the consideration specified herein.
b. Shareholder acknowledges that Purchaser and the Corporation and its officers, directors and shareholders shall have the absolute and unrestricted right to continue to operate the Corporation and to seek a Liquidity Event (as such term is defined below) for the Corporation, all for its or their own account and benefit and without accounting to Shareholder or to any other person or entity claiming by or through Shareholder, with respect thereto except to the extent expressly provided in the Promissory Note. For the purposes hereof, a Liquidity Event is any of the following: a public offering of shares of the capital stock of the Corporation, the sale of substantially all of the assets of the Corporation or all of the outstanding shares of its capital stock or the merger or consolidation with or into another corporation or other business entity. Shareholder acknowledges that there can be no assurance that such a Liquidity Event will ever occur.
c. The Shares constitute all of the shares of the capital stock of the Corporation owned of record or beneficially by Shareholder or which Shareholder has any right to acquire, whether from the Corporation or from any other person or entity; Shareholder is the sole record and beneficial owner of all of the Shares and has good and marketable title thereto and to all rights and interests, including, without limitation, the right to vote, appurtenant thereto, free and clear of all liens, encumbrances, hypothecations, pledges, mortgages, security interests and rights of others; and Shareholder has the full, absolu...
Representations of Shareholder. Shareholder represents that the execution and delivery of this Agreement do not violate any other contractual obligation of Shareholder. Shareholder further agrees to defend, indemnify and hold harmless the Company against all claims, demands, losses, damages or expenses, including reasonable attorney's fees, suffered or incurred as a result of any violation of its or his respective representations contained in this Section 9.
Representations of Shareholder. Shareholder hereby represents and warrants to the Company and Shareholder Representative that it: (a) The Shareholder is the record and/or beneficial owner of the Common Stock of the Company as set forth above; (b) has full power to enter into this Agreement and has not, prior to the Execution Date, executed or delivered any proxy or entered into any other voting agreement or similar arrangement, and upon execution and delivery by the Shareholder this Agreement constitutes a valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its term; and (c) Shareholder will not take any action inconsistent with the purposes and provisions of this Agreement.
