Representations, Warranties and Covenants of Stockholders. Each Stockholder, severally but not jointly, represents, warrants and covenants as follows:
Representations, Warranties and Covenants of Stockholders. The Stockholders shall have complied in all material respects with their agreements and covenants contained herein to be performed on or prior to the Closing Date, and the representations and warranties of the Stockholders contained herein in the aggregate shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and (b) to the extent that any such representations and warranties were made as of a specified date and as to such representations and warranties the
Representations, Warranties and Covenants of Stockholders. As a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, each Stockholder hereby severally, and not jointly, makes to Buyer each of the representations and warranties set forth in this Section 4 with respect to such Stockholder.
Representations, Warranties and Covenants of Stockholders. Each Stockholder represents, warrants and covenants to the other Stockholders as follows:
(a) Stockholder is a beneficial and/or record owner of the Individual Shares, with full and sole power to vote or direct the voting of the Individual Shares and to dispose of the Individual Shares for and on behalf of any and all beneficial owners of the Individual Shares, with no limitations, qualifications or restrictions on such rights, except as otherwise described on Exhibit A.
(b) As of the date hereof, the Individual Shares are, and through the termination of this Agreement will be, free and clear of any rights of first refusal, co-sale rights, security interests, liens, pledges, claims, options, charges or other encumbrances of any kind or nature, in each case that could impair Stockholder’s ability to fulfill its obligations under this Agreement. The execution and delivery of this Agreement by Stockholder do not, and Stockholder’s performance of its obligations under this Agreement will not, conflict with or violate any order, decree, judgment or contract or other agreement applicable to Stockholder or by which Stockholder or any of Stockholder’s properties or Individual Shares is bound.
(c) Stockholder does not possess the right or power to vote or direct the voting of any shares of capital stock of the Company, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock of the Company, other than as set forth in the number of Individual Shares on the signature page hereto.
(d) Stockholder has full power and authority to make, enter into and carry out the terms of this Agreement.
Representations, Warranties and Covenants of Stockholders. The Stockholders shall have complied in all material respects with their agreements and covenants contained herein to be performed on or prior to the Closing Date, and the representations and warranties of the Stockholders contained herein in the aggregate shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and (b) to the extent that any such representations and warranties were made as of a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true in all material respects as of the specified date. For purposes of the preceding sentence, specific material adverse effect and materiality qualifiers contained in individual representations and warranties shall be disregarded. Buyers shall have received a certificate of the Stockholders' Representative ("Stockholders' Certificate"), dated as of the Closing Date and signed by the Stockholders' Representative, certifying as to the fulfillment of the condition set forth in this Section 5.01.
Representations, Warranties and Covenants of Stockholders. The --------------------------------------------------------- Stockholders shall have complied with all of their agreements and covenants contained herein to be performed at or prior to the Closing Date and all of the representations and warranties of the Stockholders contained herein be accurate and as of the Closing Date, with the same effect as though such representations and warranties had been made at and as of the Closing Date and Parent shall have received a certificate executed by each Stockholder to the effect that the representations and warranties of such Stockholder contained herein are accurate at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date.
Representations, Warranties and Covenants of Stockholders. Each Stockholder severally represents, warrants and covenants to the Company as follows:
(a) With respect to each Preferred Stockholder: (i) such Stockholder owns the shares of Series A Preferred Stock set forth opposite his name on Annex A attached hereto, free and clear of all liens, encumbrances, options, calls, voting trusts and other charges, and no other person has any ownership interest in such shares; (ii) such Stockholder is acquiring the Shares offered hereby for its own account, for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Act") and applicable state securities laws; (iii) such Stockholder hereby acknowledges that the issuance of the Shares hereunder is not and will not be registered under the Act, and such Stockholder agrees that such Stockholder will not sell or otherwise transfer any of the Shares being acquired or received hereunder unless such Shares are registered under the Act or unless an exemption from such registration is available; (iv) such Stockholder consents to the placement of a legend on any certificate or other document evidencing the Shares to be received hereunder stating that such Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale hereof, as well as restrictions pursuant to the applicable Stockholders' Agreement executed by each Stockholder (including the Amended and Restated Stockholders' Agreement anticipated to be executed as of the date of the Closing); (v) such Stockholder has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition of the Shares, and such Stockholder understands that the acquisition of the Shares is a speculative investment.
(b) With respect to each Stockholder: (i) it has the requisite authority to enter into this Agreement and to perform its obligations under this Agreement; (ii) it has duly executed and delivered this Agreement; (iii) all filings, approvals and consents necessary for the execution, delivery and performance of this Agreement by such Stockholder have been made or obtained; (iv) this Agreement, when executed and delivered by such Stockholder, will be a valid and binding agree...
Representations, Warranties and Covenants of Stockholders. Each Stockholder, as to itself, hereby represents and warrants to Parent as follows:
Representations, Warranties and Covenants of Stockholders. Each Stockholder hereby represents and warrants to the Company as follows:
Representations, Warranties and Covenants of Stockholders. Each Stockholder hereby represents, warrants and covenants to Parent as follows:
(a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach 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 right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected.
(b) Such Stockholder has read Section 6.04 of the Merger Agreement and understands the Company's restrictions thereunder. Such Stockholder shall not, until the Expiration Date, directly or indirectly, and shall cause its Representatives not to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing nonpublic information), any inquiries or the making of any proposal or offer (including, without limitation, any proposal or offer to the other Stockholders) that constitutes, or may reasonably be expected to lead to, any Competing Transaction, or enter into or maintain or continue discussions or negotiate with any person in furtherance of such inquiries or to obtain a Competing Transaction, or agree to or endorse any Competing Transaction, or authorize or permit any of its Representatives to take any such action. Such Stockholder shall notify Parent promptly if any proposal or offer, or...
