Common use of Representations of Stockholder Clause in Contracts

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.

Appears in 10 contracts

Samples: Stock Repurchase Agreement (Red Carpet Entertainment Inc), Stock Repurchase Agreement (Red Carpet Entertainment Inc), Stock Repurchase Agreement (Red Carpet Entertainment Inc)

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Representations of Stockholder. The Stockholder represents and warrants to the Company, as of the date hereof and the Closing Datehereof, that: a. Stockholder has the legal capacity to execute, deliver and perform her his 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 him 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. Upon execution hereof, 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.

Appears in 3 contracts

Samples: Stock Cancellation Agreement (Kinetic Group Inc.), Stock Cancellation Agreement (Kinetic Group Inc.), Stock Cancellation Agreement (Ariel Way Inc)

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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 his 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 him 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.

Appears in 1 contract

Samples: Stock Cancellation Agreement (CrowdGather, Inc.)

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