Representations of the Shareholder. The Shareholder represents and warrants as follows: (a) such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder 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 or result in any breach of 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 a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees tha...
Representations of the Shareholder. The Shareholder represents and warrants to BB as follows: (a) the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by BB, constitutes a valid and legally binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Shareholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Shareholder 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 or result in any breach of 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 a lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Shareholder or the Shares (including under the certificate of incorporation and bylaws of DCB), nor require any authorization, consent or approval of, or filing with, any Governmental Entity; (d) the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) and has the power to vote or direct the voting of the Shares, and the number of such Shares as of the date of this Agreement is identified on the signature page hereto; (e) the Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other lien (other than any restrictions created or permitted by this Agreement or under applicable federal or state securities laws); and (f) the Shareholder has read and is familiar with the terms of the Merger Agreement. The Shareholder agrees that the Shareholder shall not take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by the Shareholder of his or her obligations under this Agreement. The Shareholder agrees, ...
Representations of the Shareholder. The Shareholder represents that:
(a) it is the beneficial owner of the Shares and the Convertible Securities with good and marketable title thereto;
(b) none of the Shares or the Convertible Securities are subject to any voting agreement (other than this Agreement) or adverse claim;
(c) it does not beneficially own any common shares in the capital of Silvermex other than the Shares;
(d) it does not beneficially own any securities convertible into common shares in the capital of Silvermex other than the Convertible Securities;
(e) it has received a copy of the Arrangement Agreement; and
(f) it has full power and authority to make, enter into and carry out the terms of this Agreement.
Representations of the Shareholder. The Shareholder represents and warrants to Parent as follows: (a) the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby, (b) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and legally binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery by the Shareholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or agreement binding upon the Shareholder or the Existing Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity, (d) as of the date hereof, the Shareholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares, (e) as of the date hereof, the Shareholder beneficially owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement, under applicable federal or state securities laws or pursuant to any written policies of the Company with respect to the trading of securities in connection with ixxxxxx xxxxxxx restrictions, applicable securities laws and similar considerations or as disclosed in the Company’s proxy statement for its 2016 annual meeting of shareholders).
Representations of the Shareholder. The Shareholder represents and warrants to the Company as of the date of this Agreement and as of the date of the Closing as follows:
Representations of the Shareholder. As of the date hereof, the Shareholder represents and warrants to Paraxxxxxx xxxt:
(a) such Shareholder Beneficially Owns all of the outstanding shares of common stock, no par value per share, of Paraxxxxxx ("Xaraxxxxxx Xxxmon Stock");
(b) such Shareholder does not Beneficially Own any shares of common stock, par value $.01 per share, of Champion ("Champion Common Stock") or any shares of Series C Preferred Stock or Series D Preferred Stock of Champion (collectively, the "Champion Capital Stock");
(c) this Agreement has been duly executed and delivered by the Shareholder and, assuming due execution by Paraxxxxxx, xxis Agreement is a legal, valid and binding obligation, enforceable against the Shareholder in accordance with its terms; and
(d) The execution, delivery and performance by the Shareholder of this Agreement do not and will not contravene or conflict with any provision of any law, regulation, judgment, injunction, order or decree binding upon the Shareholder or any agreement, contract or other instrument to which the Shareholder is a party, other than any such contraventions or conflicts that would not prevent or materially delay the performance of the Shareholder's obligations hereunder.
Representations of the Shareholder. The Shareholder represents that:
(a) it is the registered and beneficial owner of the Shares and the Convertible Securities with good and marketable title thereto;
(b) none of the Shares or the Convertible Securities are subject to any voting agreement (other than this Agreement) or, to the best of its knowledge, adverse claim;
(c) it does not beneficially own any common shares in the capital of the Company other than the Shares;
(d) it does not beneficially own any securities convertible into common shares in the capital of the Company other than the Convertible Securities; and
(e) it has full power and authority to make, enter into and carry out the terms of this Agreement.
Representations of the Shareholder. The Shareholders hereby jointly and severally represent and warrant to the Company, as of the date of this Agreement and as of the Closing Date, that:
Representations of the Shareholder. The Shareholder represents that, as of the date hereof:
(a) it is the legal and/or beneficial owner of, or exercises control or direction over, the QAT Shares, free and clear of all claims, liens, charges, encumbrances and security interests;
(b) it has full power and authority to make, enter into and carry out the terms of this Agreement, and this Agreement is a valid and binding agreement, enforceable against the Shareholder in accordance with its terms, and the consummation by the Shareholder of the transaction contemplated hereby will not constitute a material violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Shareholder will be a party and by which the Shareholder will be bound at the time of such consummation; and
(c) other than in respect of the Deed of Settlement and Declaration of Trust dated effective February 28, 2011 between Alpha Voting Trust and certain shareholders of QAT, if applicable, and other than in respect of this Agreement, the QAT Shares are not subject to any voting agreement or adverse claim.
Representations of the Shareholder. The Shareholder hereby represents and warrants to the Company that as of the date hereof:
