Representations of Stockholder Sample Clauses
Representations of Stockholder. Each Stockholder hereby severally and not jointly represents and warrants to Parent on the Execution Date and immediately prior to the Closing on the Closing Date that:
(a) Such Stockholder’s ownership of the Pxxxxx Shares set forth below such Stockholder’s signature on the signature page hereto completely and accurately represents such Stockholder’s Beneficial Ownership of Pxxxxx Xxxxxx, except for any change of Beneficial Ownership permitted under the Voting and Support Agreement, dated as of the date hereof, by and between the Stockholders, any other stockholders of Pxxxxx party thereto and Parent (the “Voting and Support Agreement”).
(b) Except as set forth on Schedule 2 or as consideration with respect to the Merger, such Stockholder does not Beneficially Own, directly or indirectly, any shares of Parent Common Stock. Except as consideration with respect to the Merger, neither such Stockholder nor any Affiliate of such Stockholder which such Stockholder controls, owns or holds any right to acquire any shares of any class of capital stock of Parent or other securities of Parent or any interest therein or any voting rights with respect to any securities of Parent.
(c) Such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Stockholder’s obligations hereunder (including the proxy described in Section 4 below). This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting creditors’ rights generally.
(d) The execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Law applicable to such Stockholder or result in any breach or violation of, or constitute a default (or an event, that with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of any Lien on any of the Shares pursuant to any agreement or other instrument or obligation (including organizational documents) binding upon such Stockholder or any of the Shares, except fo...
Representations of Stockholder. Stockholder represents and warrants to Parent that:
(a) (i) Stockholder 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, claims, options, charges or other encumbrances that would have the effect of preventing or disabling Stockholder from performing Stockholder’s obligations under this Agreement, and (ii) except pursuant hereto or as set forth on Schedule 2(a) hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own any shares of Company Capital Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Capital Stock or any security exercisable for or convertible into shares of Company Capital Stock, set forth on the signature page of this Agreement (collectively, "Options"), in respect to which there are no, except pursuant hereto or as set forth on Schedule 2(b) hereto, options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of the Options and there are no voting trusts or voting agreements with respect to the Options.
(c) Stockholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
(d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will materially conflict with or result in a material breach, o...
Representations of Stockholder. The Stockholder represents and warrants to the Company that:
Representations of Stockholder. Stockholder represents and warrants to Parent that:
Representations of Stockholder. Stockholder represents and warrants to BK that:
(a) (i) Stockholder 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 and the Existing Voting Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”).
(c) Subject to the effectiveness of the Amendment (as hereinafter defined), Stockholder has full entity power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder’s obligations hereunder (including the proxy described in Section 3(b) below). Subject to the effectiveness of the Amendment, this Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or creditors’ rights generally or principles of equity.
(d) Subject to the effectiveness of the Amendment, none of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Stockholder or to Stockholder’s property or assets.
(e) Subject to the effectiveness of the Amendment, no consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Stockholder is required in connection with the valid execution and delivery of this Agr...
Representations of Stockholder. Stockholder represents and warrants to Parent that:
(a) (i) Stockholder 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 security interests, liens, claims, pledges, agreements, limitations in the Company’s voting rights, charges or other encumbrances, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder 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) Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares, and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, including the right to receive additional shares of Company Stock allocated under the Company’s Executive Savings Plan, as set forth on the signature page of this Agreement (collectively, "Options").
(c) Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully Stockholder's obligations hereunder (including the proxy described in Section 3(b) below)). This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms.
(d) None of the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder 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 Stockholder or to Stockholder's property or assets.
(e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other person (as defined in the Merger Agreement) on the part of Stockholder is required in connection with the valid execution and delivery of this Agreement. If Stockholder is an individual, no consent of Stockholder's spouse is necessary under any "comm...
Representations of Stockholder. The Stockholder represents and warrants to the Company, as of the date hereof and the Closing Date, that:
a. Stockholder has the legal capacity to execute, deliver and perform her obligations under this Agreement. This Agreement has been duly executed and delivered by Stockholder and is a valid and legally binding agreement of Stockholder enforceable against her in accordance with its terms.
b. Stockholder is the sole holder of record of the Shares, and is the beneficial owner of the Shares, free and clear of all Liens, and there exists no restriction on the transfer of the Shares to the Company. Stockholder shall deliver to the Company at Closing good and marketable title to the Shares free and clear of all Liens.
c. Stockholder is not the record or beneficial holder of any shares of Common Stock other than the Shares.
d. No action has been taken by Stockholder that would give rise to a claim against the Company for a brokerage commission, finder’s fee or other like payment with respect to the transactions contemplated by this Agreement.
Representations of Stockholder. The Stockholder represents and warrants to the Company, as of the date the Stockholder executes this Agreement and as of the Closing, that:
(a) The Stockholder has the legal capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Stockholder and is a valid and legally binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms.
(b) The Stockholder is the sole holder of record of the Shares (the “Stockholder’s Shares”), and is the beneficial owner of the Stockholder’s Shares, free and clear of all liens, and there exists no restriction on the transfer of the Stockholder’s Shares to the Company. The Stockholder shall deliver to the Company at Closing good and marketable title to the Stockholder’s Shares free and clear of all liens.
(c) No action has been taken by the Stockholder that would give rise to a claim against the Company for a brokerage commission, finder’s fee or other like payment with respect to the transactions contemplated by this Agreement.
Representations of Stockholder. The Stockholder represents that:
(a) (1) he possesses the sole right to vote, or direct the voting of, all of the Shares, (2) such number of Shares constitutes all of the Shares with respect to which the Stockholder possesses the sole right to vote, or direct the voting of, as the case may be, and (3) he has good and merchantable title to all of the Shares, free of all restrictions and encumbrances of every kind and character.
(1) he possesses the sole power to dispose of, or direct the disposition of, the Shares, (2) such number of Shares constitutes all of the Shares with respect to which the Stockholder possesses or will possess the sole power to dispose of or direct the disposition of, and (3) he has good and merchantable title to all of the Shares free of all restrictions and encumbrances of any kind or character.
(c) he does not own, of record or beneficially, any other shares of CIH's capital stock. For the purposes of this Agreement, beneficial ownership has the meaning set forth in Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
(d) he has full right, power and authority to enter into, deliver and perform this Agreement; this Agreement has been duly executed and delivered by such stockholder; and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, and is enforceable in accordance with its terms.
Representations of Stockholder. The Stockholder represents that he (a) is the holder of 7,367,883 shares of the Common Stock, $0.001 par value, of the Company (the Stockholder’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 the Company 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.