Common use of Representations of Stockholder Clause in Contracts

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 Date, 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.

Appears in 2 contracts

Samples: Stock Cancellation and Debt Forgiveness Agreement (Coyote Resources, Inc.), Stock Repurchase and Debt Forgiveness Agreement (Alamo Energy Corp.)

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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 DateClosing, 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.

Appears in 2 contracts

Samples: Stock Cancellation Agreement (American Energy Development Corp.), Stock Cancellation Agreement (United American Petroleum Corp.)

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 Date, that: (a) The 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 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.

Appears in 1 contract

Samples: Stock Cancellation Agreement (Heavy Earth Resources, Inc.)

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Representations of Stockholder. The Stockholder represents Stockholders, jointly and warrants severally, represent and warrant to the Company, as of the date the Stockholder executes this Agreement and as of the Closing Datehereof, that: (a) The a. Each Stockholder has the legal capacity to execute, deliver and perform his/her/its obligations under this Agreement. This Agreement has been duly executed and delivered by the each Stockholder and is a valid and legally binding agreement of the each Stockholder enforceable against the Stockholder him/her/it in accordance with its terms. (b) The b. Each Stockholder is the sole holder of record of the Shares (held in the “Stockholder’s Shares”), name of that Stockholder and is the beneficial owner of the Stockholder’s those Shares, free and clear of all liensliens and encumbrances, and there exists no restriction on the transfer of the Stockholder’s Shares to the Company. The Upon execution hereof, each Stockholder shall deliver to the Company at Closing good and marketable title to the Shares, held in that Stockholder’s Shares name, free and clear of all liensliens and encumbrances. (c) c. No action has been taken by any of the Stockholder Stockholders that would give rise to a claim against the Company for a brokerage commission, finder’s 's fee or other like similar payment with respect to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Issuance Cancellation Agreement (Global Future City Holding Inc.)

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