Representations of the Stockholders. Each Stockholder, severally on its own behalf and not jointly with any other 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, if applicable, 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, and the Stockholder understands and...
Representations of the Stockholders. The Stockholders hereby represent and warrant to the Company and to each other as follow:
a. As the Closing Date, the Stockholders will be the sole owners of their respective shares of the common stock of Tricom appearing of record in their names, such shares will be free from all claims, liens, or encumbrances, and the Stockholders will have the unqualified right to transfer the said shares.
b. The said shares constitute validly issued shares of the common stock of Tricom and are fully paid and nonassessable.
c. Tricom is and will be on the Closing Date in good standing as a Florida corporation.
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:
(a) Each Stockholder is the beneficial owner (as such term is defined in clause (b) below) of the number of shares of Company Common Stock set forth opposite such Stockholder's name on ANNEX A attached hereto. All of such shares are collectively referred to herein as the "Shares."
(b) Each Stockholder is not the beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and the rules and regulations promulgated thereunder), without regard to any conditions (including the passage of time) to the acquisition of such shares, of any shares of Company Common Stock or other voting securities of the Company, other than the Shares.
(c) Each Stockholder has the exclusive right, power and authority to execute and deliver this Agreement, to vote the Shares beneficially owned by it and to otherwise perform its respective obligations under this Agreement, and this Agreement has been duly executed and delivered by each Stockholder; and, assuming that this Agreement has been duly and validly authorized, executed and delivered by Holdings, this Agreement constitutes a valid and binding agreement of each Stockholder, enforceable against each Stockholder in accordance with its terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganiza tion, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditor's rights generally, (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity) and (iii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the discretion of the court before which any enforcement proceeding therefor may be brought.
(d) The Shares are now and will at all times during the term of this Agreement be owned of record by the Stockholders as set forth in ANNEX A or by a nominee or custodian for the account of the applicable Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or voting of the Shares; and there are no outstanding options, warrants or right...
Representations of the Stockholders. The Stockholders hereby represent and warrant to the Company and to each other as follows:
a. As of the Closing Date the Stockholders will be the sole owners of their respective shares of the common stock of Shop appearing of record in their names, such shares will be free from all claims, liens, or encumbrances, and the Stockholders will have the unqualified right to transfer the said shares.
b. The said shares constitute validly issued shares of the common stock of Shop and are fully paid and nonassessable.
c. Shop is and will be on the Closing Date in good standing as a Florida corporation.
Representations of the Stockholders. The Stockholders hereby represent and warrant to the Investors and the Investor Representative as follows:
(i) The Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances.
(ii) Performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Stockholders pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Stockholders, other than such breaches, defaults or liens which would not have a material adverse effect taken as a whole.
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 of the Stockholders, severally and not jointly, represents and warrants to the Buyer as follows:
Representations of the Stockholders. Each Stockholder hereby represents and warrants to each of the Investors and Seller as follows:
(i) Such Stockholder has all requisite power and authority necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(ii) This Agreement has been duly executed and delivered by such Stockholder and, assuming due execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether such enforcement is considered in a proceeding at law or in equity).
(iii) Other than as set forth in this Agreement, such Stockholder's Shares are now owned by such Stockholder free and clear of all voting agreements or arrangements whatsoever or proxies granted to any third party(ies), in each case that could, individually or in the aggregate, reasonably be expected to prevent, restrict or otherwise impair the ability of such Stockholder to perform its obligations under this Agreement.
Representations of the Stockholders. The Stockholders, jointly and severally, hereby represent, warrant and agree to and with the Purchaser as follows:
