Representations, Warranties and Covenants of the Selling Shareholder Sample Clauses
This clause sets out the specific promises, assurances, and ongoing obligations that the selling shareholder makes to the buyer in a transaction. It typically covers statements about the shareholder’s authority to sell, the accuracy of information provided, and compliance with laws, as well as commitments to refrain from certain actions before closing. By clearly defining what the selling shareholder guarantees and must do, this clause allocates risk and ensures the buyer has legal recourse if any statements prove false or obligations are breached.
Representations, Warranties and Covenants of the Selling Shareholder. (a) The Selling Shareholder represents and warrants to, and agrees with, the Company and the Underwriters that:
(i) The Selling Shareholder is a valid employee stock ownership plan and trust for purposes of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").
(ii) The trustee of the Selling Shareholder has found and concluded that the execution of this Agreement and the Pricing Agreement by the Selling Shareholder and entering into the transactions contemplated by this Agreement and the Pricing Agreement are appropriate and consistent with the trustee's fiduciary responsibility requirements of ERISA and that such contemplated transactions are exempt from the prohibitive transaction restrictions under ERISA and the Internal Revenue Code.
(iii) Such Selling Shareholder has, and on the First Closing Date or the Second Closing Date hereinafter defined, as the case may be, will have, valid marketable title to the Shares proposed to be sold by such Selling Shareholder hereunder on such date and full right, power and authority to enter into this Agreement and the Pricing Agreement and to sell, assign, transfer and deliver such Shares hereunder, free and clear of all voting trust arrangements, liens, encumbrances, equities, claims and community property rights; and upon delivery of and payment for such Shares hereunder, the Underwriters will acquire valid marketable title thereto, free and clear of all voting trust arrangements, liens, encumbrances, equities, claims and community property rights.
(iv) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to or which might be reasonably expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.
(v) Such Selling Shareholder further represents, warrants and agrees that such Selling Shareholder has deposited in custody, under a Custody Agreement ("Custody Agreement") with ______________________________, as custodian ("Custodian"), certificates in negotiable form for the Shares to be sold hereunder by such Selling Shareholder, for the purpose of further delivery pursuant to this Agreement. Such Selling Shareholder agrees that the Shares to be sold by such Selling Shareholder on deposit with the Custodian are subject to the interests of the Company and the Underwriters, that the arrangements made f...
Representations, Warranties and Covenants of the Selling Shareholder. The Selling Shareholder represents, warrants, covenants and agrees that:
Representations, Warranties and Covenants of the Selling Shareholder. The Selling Shareholder represents, warrants and covenants to each Underwriter and agrees as follows:
Representations, Warranties and Covenants of the Selling Shareholder. The Undersigned represents and warrants to the Company and NLR as follows and acknowledges that the Company is relying upon such representations and warranties in connection with the exchange of the NLR Shares for the Exchange Shares:
Representations, Warranties and Covenants of the Selling Shareholder. To induce the Company to enter into this Agreement and to purchase the Shares, the Selling Shareholder represents, warrants and covenants to the Company as follows:
Representations, Warranties and Covenants of the Selling Shareholder. The Undersigned represents and warrants to the Company and Ikona as follows and acknowledges that the Company is relying upon such representations and warranties in connection with the exchange of the Ikona Shares for the Exchange Shares:
Representations, Warranties and Covenants of the Selling Shareholder. The Selling Shareholder hereby represents, warrants, covenants and agrees to and with the Underwriters that neither the Selling Shareholder nor any person acting on its or their behalf (other than the Underwriters and their U.S. Affiliates or any person acting on their behalf, as to which no representation or warranty is made): (i) has made or will make any Directed Selling Efforts in connection with the offer and sale of the Offered Shares, or (ii) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States or to a U.S. Person by means of any form of General Solicitation or General Advertising or has otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act in connection with the offer and sale of the Offered Shares in the United States or to a U.S. Person.
Representations, Warranties and Covenants of the Selling Shareholder. The Selling Shareholder represents, warrants and covenants to the Company and to the Placement Agents that:
a. The Selling Shareholder is, and at the Closing Date will be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority to own, lease and operate its properties and to conduct its business.
b. The Selling Shareholder has all corporate power and authority to enter into this Agreement and the Escrow Agreement and to carry out all the terms and provisions hereof and thereof to be carried out by it. All authorizations and consents necessary for the execution and delivery by the Selling Shareholder of this Agreement and the Escrow Agreement have been given. This Agreement and the Escrow Agreement have been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and constitute valid and binding agreements of the Selling Shareholder and are enforceable against the Selling Shareholder in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity relating to the availability of remedies and except as rights to indemnity or contribution may be limited by federal or state securities laws and the public policy underlying such laws.
c. The Selling Shareholder has full power and authority to enter into the Power of Attorney in the form heretofore furnished to the Selling Shareholder and the Custody Agreement in the form heretofore furnished to the Selling Shareholder and to carry out all the terms and provisions thereof to be carried out by it. All authorizations and consents necessary for the execution and delivery by the Selling Shareholder of the Power of Attorney and the Custody Agreement have been given. Each of the Power of Attorney and the Custody Agreement has been duly authorized, executed and delivered by the Selling Shareholder and is enforceable against the Selling Shareholder in accordance with the terms thereof, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity relating to the availability of remedies.
d. The Selling Shareholder now has, and at the time of delivery thereof hereunder will have, (i) go...