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. 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. 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 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. 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 Purchaser solely with respect to itself, severally and not jointly, that:
(a) such Shareholder is the holder and beneficial owner of the Company Ordinary Shares and/or the Company Ordinary A Shares and/or Company Preferred Shares including Preferred A-1 Shares and/or Preferred A-3 Shares and/or Preferred B Shares and/or Preferred C Shares set forth opposite such Shareholder’s name on Section 3.05(e) of the Company Disclosure Schedule of the Acquisition Agreement (such shares collectively referred to as “Company Securities”), free and clear of all Liens and, except for this Agreement or as set forth or specifically disclosed in the Acquisition Agreement (including the Company Disclosure Schedule), there are no options, 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 (as defined below) of any Company Securities and there are no Voting trusts or Voting agreements with respect to such shares;
(b) such Shareholder does not beneficially own any Company Securities other than as set forth in Section 3.05(e) of the Company Disclosure Schedule of the Acquisition Agreement and, except as set forth or specifically disclosed in the Acquisition Agreement (including the Company Disclosure Schedule), 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 (other than upon conversion of any Company Preferred Shares into Company Ordinary Shares);
(c) such Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Shareholder’s obligations hereunder;
(d) this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in proceeding in equity or at law); and
(e) the execution, delivery and performance of this Agreement by such Shareholder does not, and the consummation by such Shareholder of the tran...
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 outstanding 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 Disclosure Memorandum (as defined in the Merger Agreement) 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 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 or as described in the Disclosure Memorandum, 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 represents and warrants to the Company and each other Shareholder that as of the date of such Shareholder's execution of this Agreement, such Shareholder is the record and beneficial owner of the Shares indicated on Exhibit A attached hereto, free and clear of all liens, claims, encumbrances, and equities of every kind and character whatsoever. Each Shareholder agrees to indemnify and hold harmless the Company and each other Shareholder from and against any and all liabilities, losses, costs or expenses (including attorney's fees) arising from the breach or inaccuracy of the foregoing representation and warranty.
Representations of Shareholders. Riqhts with Respect to Transfers of Shares..
