Representations of the Stockholders. The Stockholders hereby represent and warrant to the Investors and the Investor Representative as follows:
Representations of the Stockholders. Each Stockholder represents and warrants to Parent and the Company as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his, her or its obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder 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 Stockholder 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 Stockholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority other than pursuant to the Exchange Act, the Securities Act and the HSR Act; (d) subject to the Permitted Pledges, the Stockholder owns beneficially and has the power to vote or direct the voting of, the Stockholder’s Shares, including the Existing Shares of such Stockholder, a complete and accurate schedule of which is set forth opposite such Stockholder’s name on Schedule A; (e) the Stockholder owns beneficially the Stockholder’s Shares, including the Existing Shares of such Stockholder, free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any Permitted Pledge and any restrictions created by the Transaction Documents or under applicable federal or state securities laws); and (f) the Stockholder or his, her or its advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein.
Representations of the Stockholders. Each Stockholder, severally and not jointly, represents and warrants to Parent that:
Representations of the Stockholders. Each of the Stockholders hereby severally and not jointly represents and warrants as follows:
Representations of the Stockholders. Each Stockholder (solely in its capacity as such and not as a director or fiduciary) represents and warrants to Parent (only as to such Stockholder and not any other Stockholder) that:
Representations of the Stockholders. The Stockholders hereby, jointly and severally, represent and warrant to Holdings as follows:
Representations of the Stockholders. Each Stockholder severally represents and warrants to the Buyer as follows:
Representations of the Stockholders. Each Stockholder represents and warrants to each of W. P. Xxxxx and NewCo REIT that:
Representations of the Stockholders. Each Stockholder represents and warrants to the Company, as to himself, that (i) he lawfully owns beneficially (as such term is defined in the Securities Exchange Act of 1934, as amended) and of record the number of shares of Common Stock set forth opposite his name on Exhibit A free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement, there are no voting trusts or voting agreements with respect to such shares, (ii) he does not beneficially own any Common Stock or other voting securities of the Company other than the shares set forth on Exhibit A, (iii) he has full power and authority to vote all of the shares of Common Stock set forth on Exhibit A and to enter into, execute and deliver this Agreement and to perform fully his obligations hereunder, and (iv) this Agreement has been duly executed and delivered by him, constitutes his legal, valid and binding obligation, and is enforceable against him in accordance with its terms.
Representations of the Stockholders. Each Stockholder represents, warrants and covenants to the other Stockholder that:
