REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents and warrants to the Company, as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder, severally and not jointly and only as to itself, represents and warrants to the Parent, as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each of Shareholders, severally, as to such Shareholder, represents, warrants and agrees as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each 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 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 do 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 Shareholder 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 an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Shareholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority (other than any filings required pursuant to Section 10 of this Agreement) or pursuant to the Exchange Act or the Securities Act; (d) subject to the Permitted Pledges, the Shareholder owns beneficially and has the power to vote or direct the voting of, the Shareholder’s Shares, including the Existing Shares of such Shareholder, a complete and accurate schedule of which is set forth opposite such Shareholder’s name on Schedule A; (e) the Shareholder owns beneficially the Shareholder’s Shares, including the Existing Shares of such Shareholder, free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any Permitted Pledge and any restrictions created by this Agreement or under applicable federal or state securities laws); and (f) the Shareholder or his or her advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Shareholder agrees that it shall not take any action that would have the effect of preventing, impairing, dela...
REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders, individually, represent, warrant and agree as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders represent and warrant as follows:
(a) The Shareholders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.
(b) (i) The Shareholders, together with their Affiliates and any “group” that the Shareholders are part of, beneficially own and have the power to vote, directly or indirectly, an aggregate of 10,582,660 shares of Common Stock, (ii) except for such ownership, do not beneficially own any Common Stock, or securities relating to Common Stock; and (iii) have a Net Long Position of 10,582,660 shares of Common Stock.
(c) To the knowledge of the Shareholders, each Icahn Designee (A) is “independent” under the New York Stock Exchange listing standards and Rule 10A-3 promulgated under the Exchange Act, (B) is not an “interested person”, as defined in the Investment Company Act of 1940, as amended, of the Shareholders and (C) has no agreements, arrangements or understandings (whether compensatory or otherwise) with any of the Shareholders or their Affiliates directly relating to the Shareholders’ investment in Common Stock, other than general employment agreements.
REPRESENTATIONS OF THE SHAREHOLDERS. Each of the Shareholders severally and not jointly represent, warrant and agree that:
(a) The Shareholder is the beneficial owner of the shares of American Common Stock set forth opposite his/her/its respective name on Exhibit A attached hereto. The shares of American Common Stock to be transferred by the Shareholder to B&B hereunder are free and clear of all voting trusts, agreements, arrangements, encumbrances, liens, claims, equities and liabilities of every nature and the Shareholder is conveying clear and unencumbered title thereto to American.
(b) The Shareholder does not own, nor does the Shareholders know of any other person, corporation or firm that owns any material interest in any property, invention, license, patent, patent application, copyright, trade secret or trade-mark used by American or relating in any way to its business.
(c) There are no agreements to which Shareholder is a party nor does the Shareholder know of any other agreements that in any way materially restrict or impinge upon the business of American or the transfer of the shares of American Common Stock contemplated hereby.
(d) The Shareholder has (i) such knowledge and experience in financial, investment and business matters that he/she/is capable of evaluating the merits and risks of the prospective investment in the securities of B&B, and (ii) consulted with such independent legal counsel or other advisers as the Shareholder has deemed appropriate to assist he/she/it in evaluating the proposed investment in B&B.
(e) The Shareholder represents that he/she/it has adequate means of providing for his/hers/its current financial needs and possible personal contingencies and has no need for liquidity of investment in B&B and can afford to hold unregistered securities for an indefinite period of time.
(f) The Shareholder has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of each B&B and American acting on their respective behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that either company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and the Shareholder has availed himself/herself/itself of such opportunity to the extent the Shareholder considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in B&B.
(g) ...
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents to and agrees with the other Shareholders and the Corporation that such Shareholder is the legal holder and beneficial owner of the Shares currently owned by such Shareholder, that such Shares and the Shares hereafter acquired by such Shareholder will be owned free and clear of all liens, claims, charges, options and encumbrances other than restrictions on transfer under this Agreement, and applicable federal and state securities laws, and that such Shareholder will have the right to transfer such Shares upon the terms and subject to the conditions of this Agreement.
REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders, individually, represent and warrant to the Purchaser as of the date of this Agreement and as of the date of the Closing as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents to and agrees with the other Shareholders and the Corporation that: (a) such Shareholder is the legal holder and beneficial owner of the Shares currently owned by such Shareholder, as listed on Schedule A hereto, (b) such Shares are free and clear of all liens, claims, charges, options and encumbrances other than restrictions on transfer under this Agreement, and applicable federal and state securities laws, (c) such Shareholder has the right, power and authority to execute, deliver and perform its obligations under this Agreement and all requisite corporate or other action has been taken, and (d) such Shareholder will have the right to transfer such Shares upon the terms and subject to the conditions of this Agreement.
