Representations of Shareholders Sample Clauses

Representations of Shareholders. Each Shareholder hereby represents and warrants to Five Island as follows: (a) (i) Such Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act), all of such Shareholder’s Original Shares free and clear of all Liens, and (ii) there are no Options or other rights, agreements, arrangements or commitments of any kind to which such Shareholder is a party relating to the pledge, disposition or voting of any of, and there are no voting trusts with respect to, such Shareholder’s Original Shares. (b) Such Shareholder does not beneficially own any shares of Common Stock other than (i) such Shareholder’s Original Shares, (ii) any Options and (iii) shares of Common Stock issuable upon conversion of the Series A Preferred, each as set forth on the signature page to this Agreement. (c) Such Shareholder has full power, authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully such Shareholder’s obligations hereunder (including the granting of the proxy described in Section 2(c) below). This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms. (d) None of the (i) execution and delivery of this Agreement, (ii) the consummation of the transactions contemplated hereby, or (iii) compliance with, or performance of, any of the provisions hereof by such Shareholder 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, contract, instrument or Law applicable to such Shareholder or to such Shareholder’s assets or properties. (e) Other than the filing of any reports with the SEC required by Sections 13(d) or 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”), no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other Person on the part of such Shareholder is required in connection with the valid execution and delivery of this Agreement.

Representations of Shareholders. Each Shareholder hereby represents and warrants to each of the other Shareholders that (a) he owns and has the right to vote the number of shares of the Capital Stock of the Corporation set forth opposite his name on Exhibit B attached hereto, (b) he 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 other than one which has expired or terminated prior to the date hereof, and (c) he will not take any action inconsistent with the purposes and provisions of this Agreement.

Representations of Shareholders. The Shareholders represent and warrant as follows: (a) As of the closing date they will be the sole owners of the shares appearing of record in their names; such shares will be free from claims, liens, or other encumbrances; and they will have the unqualified right to transfer such shares. (b) The shares constitute validly issued shares of Electronic Hardware, fully paid and nonassessable. (c) As of the closing date, Electronic Hardware will be in good standing as a New York corporation. (d) The Shareholders represent and warrant (i) that the shares to be acquired pursuant to this Agreement will be acquired for his or her own account and not with a view to, or present intention of, distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), and will not be disposed of in contravention of the Securities Act or this Agreement; (ii) that he or she is able to bear the economic risk of an investment in the shares for an indefinite period of time inasmuch as the shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; and (iii) that he or she has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the shares and has had full access to such other information concerning IPT and its subsidiaries as he or she has requested.

Representations of Shareholders. Each Shareholder hereby represents and warrants to the other Shareholder that such Shareholder owns and has the right to vote the Shares owned by such Shareholder, (b) has full power and authority 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 in respect of the Shares and (c) will not take any action inconsistent with the purposes and provisions of this Agreement.

Representations of Shareholders. Each Shareholder, severally and not jointly as to himself/itself only, hereby represents and warrants to INC as follows: (i) he/it has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance by the Shareholder of this Agreement and the consummation by the Shareholder of the transactions contemplated hereby will not (x) violate any order, judgment or decree applicable to Shareholder or (y) conflict with, or result in a breach or default under, any term or condition of any agreement or instrument to which it is a party or to which it is bound; and (iii) such Shareholder is the record and beneficial owner of the number of Ordinary Shares of the Company set out in Section 3.1 above , all of which are free and clear of any and all Liens.

Representations of Shareholders. Each of the Shareholders ------------------------------- represents and warrants to the Company, Parent and Merger Sub that (a) such Shareholder lawfully owns beneficially (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")), and of record the number of shares of Company Common Stock set forth opposite such Shareholder's name on Exhibit A (such Shareholder's "Shares") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options (other than options described in the Company Disclosure Letter or annexes thereto), warrants or other rights, agreements, arrangements or commitments of any character to which such Shareholder is a party relating to the pledge, disposition or voting of any shares of capital stock of the Company (other than, with respect to Xx. Xxxxx X. Kirk, a pledge of his Shares made in connection with a loan financing the acquisition of real property) and there are no voting trusts or voting agreements with respect to such Shares, (b) such Shareholder does not beneficially own any shares of Company Common Stock or any other shares of capital stock of the Company other than such Shares and, except for such Shares, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company, (c) such Shareholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Shareholder's obligations hereunder, and (d) this Agreement has been duly executed and delivered by such Shareholder, constitutes the legal, valid and binding obligation of such Shareholder, and is enforceable against such Shareholder in accordance with its terms.

Representations of Shareholders. 34 5.6 Tax Free Reorganization................................................34 5.7

Representations of Shareholders. Each Shareholder hereby represents and warrants to the Trustee and the Company that: (a) such Shareholder is acquiring the Certificate(s) for such Shareholder's own account for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Certificate(s) within the meaning of the Act; (b) such Shareholder has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that such Shareholder reasonably considers important in making the decision to acquire the Certificate(s), and the Shareholder has had ample opportunity to ask questions of the Company's representatives concerning such matters and this acquisition; (c) By reason of such Shareholder's business or financial experience or the business or financial experience of such Shareholder's professional advisors who are unaffiliated with and who are not compensated by the Company or the Trustee, such Shareholder is capable of evaluating the merits and risks of this investment and has the ability to protect such Shareholder's own interests in this transaction; and (d) such Shareholder understands and acknowledges that, in reliance upon the representations and warranties made by such Shareholder herein, the Certificate(s) are not being registered with the Securities and Exchange Commission ("SEC") under the Act or being qualified under the California Corporate Securities Law of 1968, as amended (the "Law"), but instead are being issued under an exemption or exemptions from the registration and qualification requirements of the Act and the Law which impose certain restrictions on such Shareholder's ability to transfer the Certificate(s).

Representations of Shareholders. Riqhts with Respect to Transfers of Shares..

Representations of Shareholders. Each Shareholder hereby represents and warrants, as to himself and his affiliates, to SSI as follows (it being acknowledged that SSI is entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each, as evidenced by their signature set forth on the signature page, constitutes a condition precedent to the obligations of SSI hereunder):