Common use of Representations of Stockholders Clause in Contracts

Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders represents and warrants that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record that number of shares of Common Stock and Series A Preferred Stock of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, free and clear of any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or operation of law); (b) except for this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder 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, proxies or voting agreements with respect to such Shares; (c) such Stockholder does not beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) any additional shares of capital stock of the Company other than the Shares and, except as disclosed on Schedule A, 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; and (d) such Stockholder has full power and authority to perform such Stockholder’s obligations under this Section 2. Each of the Stockholders further represents and warrants that the execution and delivery of this Agreement do not, and the performance of this Section 2 by such Stockholder will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in or constitute (with or without notice or lapse of time or both) any breach of or default under, or give to any other individual or entity (with or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s affiliates or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entity.

Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders Each Stockholder represents and warrants that to Parent with respect to himself, herself or itself, as applicable, as follows: (a) such (i) Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record that number of shares of Common Stock and Series A Preferred Stock all of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, Original Shares free and clear of any mortgageall Encumbrances, pledge, security interest, encumbrance, charge or other lien and (whether arising by contract or operation of law); (bii) except for this Agreementpursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition disposition, or voting of any shares of capital stock of the Company Original Shares and there are no voting trusts, proxies trusts or voting agreements with respect to such the Original Shares; . (cb) such Stockholder does not beneficially own any shares of Company Common Stock other than (as such term is defined in Rule 13d-3 under i) the Exchange ActOriginal Shares, (ii) Company Options, (iii) Company Warrants, and (iv) any additional shares of capital stock of the Company other than the Shares and, except as disclosed on Schedule A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company Common Stock or any security exercisable for or convertible into shares of capital stock Company Common Stock, set forth on the signature page of the Company; and this Agreement. (dc) such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform such fully Stockholder’s 's obligations under this hereunder (including the proxy described in Section 23(b) below)). Each This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of the Stockholders further represents and warrants that Stockholder, enforceable against Stockholder in accordance with its terms. (d) None of the execution and delivery of this Agreement do notby Stockholder, and the performance consummation by Stockholder of this Section 2 the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in a breach, or constitute a default (with or without notice or of lapse of time or both) under any breach of provision of, any trust agreement, loan or default undercredit agreement, note, bond, mortgage, indenture, lease or give other agreement, instrument or Legal Requirement applicable to any other individual Stockholder or entity to Stockholder's property or assets. (with e) No consent, approval or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation authorization of, or result (with designation, declaration or without notice filing with, any Governmental Body or lapse other Person on the part of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party 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 “community property” or by which such other Legal Requirement in order for Stockholder or any of such Stockholder’s affiliates or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entityto enter into and perform its obligations under this Agreement.

Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders Each Stockholder represents and warrants that to Parent that: (a) such (i) Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange ActAct of 1934) and all of record that number of shares of Common Stock and Series A Preferred Stock of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, its Shares free and clear of any mortgageall Liens, pledge, security interest, encumbrance, charge or other lien and (whether arising by contract or operation of law); (bii) except for this Agreementpursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting rights of any shares of capital stock of the Company its Shares and there are no voting trusts, proxies trusts or voting agreements with respect to such its Shares; . (cb) such Stockholder does not beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) any additional shares of capital stock of the Company GSAT Voting Common Stock other than (i) the Shares and, except as disclosed on Schedule A, does not have and (ii) any options, warrants or other rights to acquire any additional shares of capital stock of the Company GSAT Voting Common Stock or any security exercisable for or convertible into shares of capital stock of the Company; and GSAT Voting Common Stock (dcollectively, “Options”), each as set forth on Exhibit A. (c) such Stockholder has full power and authority, including corporate power and authority as applicable, and legal capacity to enter into, execute and deliver this Agreement and to perform such fully Stockholder’s obligations under this hereunder (including the proxy described in Section 23(b) below). Each This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of the Stockholders further represents and warrants that the Stockholder, enforceable against Stockholder in accordance with its terms. (d) The execution and delivery of this Agreement do notby Stockholder, and the performance consummation by Stockholder of this Section 2 the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in a breach, or constitute a default (with or without notice or of lapse of time or both) under any breach of provision of, any trust agreement, loan or default undercredit agreement, note, bond, mortgage, indenture, lease or give other agreement, instrument or Law applicable to any other individual Stockholder or entity to Stockholder’s property or assets. (with e) No consent, approval or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation authorization of, or result (with designation, declaration or without notice filing with, any Governmental Entity or lapse other Person on the part of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party or by which such Stockholder or any required in connection with the valid execution and delivery of such this Agreement. No consent of Stockholder’s affiliates spouse is necessary under any “community property” or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entitylaws in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders Each Stockholder represents and warrants that to the Company with respect to himself, herself or itself, as applicable, as follows: (a) such (i) Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record that number of shares of Common Stock and Series A Preferred Stock all of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, Original Shares free and clear of any mortgageall Encumbrances, pledge, security interest, encumbrance, charge or other lien and (whether arising by contract or operation of law); (bii) except for this Agreementpursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition disposition, or voting of any shares of capital stock of the Company Original Shares and there are no voting trusts, proxies trusts or voting agreements with respect to such the Original Shares; . (cb) such Stockholder does not beneficially own any shares of Parent Common Stock other than (as such term is defined in Rule 13d-3 under i) the Exchange ActOriginal Shares, (ii) Parent Options, (iii) Parent Warrants, (iv) Parent RSUs, and (v) any additional shares of capital stock of the Company other than the Shares and, except as disclosed on Schedule A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company Parent Common Stock or any security exercisable for or convertible into shares of capital stock Parent Common Stock, set forth on the signature page of the Company; and this Agreement. (dc) such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform such fully Stockholder’s obligations under this hereunder (including the proxy described in Section 23(b) below)). Each This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of the Stockholders further represents and warrants that Stockholder, enforceable against Stockholder in accordance with its terms. (d) None of the execution and delivery of this Agreement do notby Stockholder, and the performance consummation by Stockholder of this Section 2 the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in a breach, or constitute a default (with or without notice or of lapse of time or both) under any breach of provision of, any trust agreement, loan or default undercredit agreement, note, bond, mortgage, indenture, lease or give other agreement, instrument or Legal Requirement applicable to any other individual Stockholder or entity to Stockholder’s property or assets. (with e) No consent, approval or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation authorization of, or result (with designation, declaration or without notice filing with, any Governmental Body or lapse other Person on the part of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party or by which such required in connection with the valid execution and delivery of this Agreement. If Stockholder or any is an individual, no consent of such Stockholder’s affiliates spouse is necessary under any “community property” or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entityLegal Requirement in order for Stockholder to enter into and perform its obligations under this Agreement.

Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders Each Stockholder represents and warrants that to the Company with respect to himself, herself or itself, as applicable, as follows: (a) such (i) Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record that number of shares of Common Stock and Series A Preferred Stock all of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, Original Shares free and clear of any mortgageall Encumbrances, pledge, security interest, encumbrance, charge or other lien and (whether arising by contract or operation of law); (bii) except for this Agreementpursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition disposition, or voting of any shares of capital stock of the Company Original Shares and there are no voting trusts, proxies trusts or voting agreements with respect to such the Original Shares; . (cb) such Stockholder does not beneficially own any shares of Parent Common Stock other than (as such term is defined in Rule 13d-3 under i) the Exchange ActOriginal Shares, (ii) Parent Options, (iii) Parent Warrants, (iv) Parent RSUs, and (v) any additional shares of capital stock of the Company other than the Shares and, except as disclosed on Schedule A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company Parent Common Stock or any security exercisable for or convertible into shares of capital stock Parent Common Stock, set forth on the signature page of the Company; and this Agreement. (dc) such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform such fully Stockholder’s 's obligations under this hereunder (including the proxy described in Section 23(b) below)). Each This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of the Stockholders further represents and warrants that Stockholder, enforceable against Stockholder in accordance with its terms. (d) None of the execution and delivery of this Agreement do notby Stockholder, and the performance consummation by Stockholder of this Section 2 the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in a breach, or constitute a default (with or without notice or of lapse of time or both) under any breach of provision of, any trust agreement, loan or default undercredit agreement, note, bond, mortgage, indenture, lease or give other agreement, instrument or Legal Requirement applicable to any other individual Stockholder or entity to Stockholder's property or assets. (with e) No consent, approval or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation authorization of, or result (with designation, declaration or without notice filing with, any Governmental Body or lapse other Person on the part of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party 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 "community property" or by which such other Legal Requirement in order for Stockholder or any of such Stockholder’s affiliates or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entityto enter into and perform its obligations under this Agreement.

Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders Each Stockholder represents and warrants that to Parent with respect to himself, herself or itself, as applicable, as follows: (a) such (i) Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record that number of shares of Common Stock and Series A Preferred Stock all of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, Original Shares free and clear of any mortgageall Encumbrances, pledge, security interest, encumbrance, charge or other lien and (whether arising by contract or operation of law); (bii) except for this Agreementpursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition disposition, or voting of any shares of capital stock of the Company Original Shares and there are no voting trusts, proxies trusts or voting agreements with respect to such the Original Shares; . (cb) such Stockholder does not beneficially own any shares of Company Common Stock other than (as such term is defined in Rule 13d-3 under i) the Exchange ActOriginal Shares, (ii) Company Options, (iii) Company Warrants, and (iv) any additional shares of capital stock of the Company other than the Shares and, except as disclosed on Schedule A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company Common Stock or any security exercisable for or convertible into shares of capital stock Company Common Stock, set forth on the signature page of the Company; and this Agreement. (dc) such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform such fully Stockholder’s 's obligations under this hereunder (including the proxy described in Section 23(b) below)). Each This Agreement has been duly and validly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of the Stockholders further represents and warrants that Stockholder, enforceable against Stockholder in accordance with its terms. (d) None of the execution and delivery of this Agreement do notby Stockholder, and the performance consummation by Stockholder of this Section 2 the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in a breach, or constitute a default (with or without notice or of lapse of time or both) under any breach of provision of, any trust agreement, loan or default undercredit agreement, note, bond, mortgage, indenture, lease or give other agreement, instrument or Legal Requirement applicable to any other individual Stockholder or entity to Stockholder's property or assets. (with e) No consent, approval or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation authorization of, or result (with designation, declaration or without notice filing with, any Governmental Body or lapse other Person on the part of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party 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 "community property" or by which such other Legal Requirement in order for Stockholder or any of such Stockholder’s affiliates or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entityto enter into and perform its obligations under this Agreement.