Representations of WMX and the Shareholder Sample Clauses

Representations of WMX and the Shareholder. WMX and the ------------------------------------------ Shareholder jointly and severally represent and warrant to the Company that (a) the Shareholder owns beneficially and of record (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) 9,668,000 Shares free and clear of all liens, claims, charges, security interests or other encumbrances (each, a "Lien") and, except for this Agreement and the warrants to purchase Shares (the "Warrants") issued pursuant to the Warrant Agreement, dated as of May 30, 1995, among the Company and WMX (the "Warrant Agreement"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which WMX or the Shareholder is a party relating to the pledge or disposition of any shares of capital stock of the Company and, except for the Standstill Agreement and this Agreement, there are no voting trusts or voting agreements to which WMX or the Shareholder is a party with respect to any shares of capital stock of the Company; (b) neither WMX nor the Shareholder beneficially owns any shares of capital stock of the Company other than the Shareholder Shares, in the case of the Shareholder, and the Warrants, in the case of WMX, and, except for the Warrants held by WMX, neither has 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; (c) WMX and the Shareholder have full power and authority to enter into, execute and deliver this Agreement and to perform fully their respective obligations under this Agreement; and (d) this Agreement has been duly executed and delivered by each of WMX, the Shareholder and Rust, constitutes the legal, valid and binding obligation of WMX, the Shareholder and Rust and is enforceable against each of them in accordance with its terms. The foregoing representations shall survive consummation of the Merger Transactions and the other transactions contemplated by this Agreement.
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Related to Representations of WMX and the Shareholder

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

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