Common use of Representations of Xxxx Clause in Contracts

Representations of Xxxx. XXXX represents and warrants to the Company as follows: (a) XXXX is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by XXXX, constitutes a valid and binding obligation and agreement of XXXX and is enforceable against XXXX in accordance with its terms; and (c) XXXX, together with the XXXX Affiliates, beneficially own, directly or indirectly, an aggregate of 5,890,368 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by XXXX and the XXXX Affiliates or in which XXXX or the XXXX Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise.

Appears in 2 contracts

Samples: Cooperation Agreement (Jana Partners LLC), Cooperation Agreement (Team Health Holdings Inc.)

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Representations of Xxxx. XXXX represents and warrants to the Company as follows: (a) XXXX is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by XXXX, constitutes a valid and binding obligation and agreement of XXXX and is enforceable against XXXX in accordance with its terms; and (c) XXXX, together with the XXXX Affiliates, beneficially own, directly or indirectly, an aggregate of 5,890,368 28,550,816 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by XXXX and the XXXX Affiliates or in which XXXX or the XXXX Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise.

Appears in 1 contract

Samples: Cooperation Agreement (Qualcomm Inc/De)

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Representations of Xxxx. XXXX represents and warrants to the Company as follows: (a) XXXX is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by XXXX, constitutes a valid and binding obligation and agreement of XXXX and is enforceable against XXXX in accordance with its terms; and (c) XXXX, together with the XXXX Affiliates, beneficially own, directly or indirectly, an aggregate of 5,890,368 2,420,000 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by XXXX and the XXXX Affiliates or in which XXXX or the XXXX Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise.

Appears in 1 contract

Samples: Cooperation Agreement (Harris Corp /De/)

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