Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and covenants that: (a) the Shareholder has the requisite power, authority and capacity to enter into this Agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth and to transfer the legal and beneficial right, title and ownership of the Shares to Mitel and all necessary corporate action has been or will be taken prior to the Closing Date on the part of the Shareholder to transfer the legal and beneficial right, title and ownership of the Shares to Mitel on the Closing Date; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Shareholder. This Agreement and all documents executed or to be executed by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of the Shareholder enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general principles of equity; (c) the execution, delivery, and performance of this Agreement by the Shareholder will not (i) constitute a violation of its articles of incorporation or by-laws, each as amended, (ii) result in the breach of or constitute a default under any material agreement of the Shareholder, or (iii) constitute a violation of any law applicable or relating to it or its businesses; (d) no Person, other than Mitel, has any agreement, option or right to purchase or acquire, or capable of becoming an agreement for the purchase or acquisition of, the Shares; and (e) the Shareholder has good and marketable title to the Shares and has the exclusive right to dispose of the Shares. The Shares will be transferred and sold to Mitel free and clear of all Encumbrances.
Appears in 4 contracts
Samples: Common Share Repurchase and Voting Agreement, Common Share Repurchase, Voting and Conversion Agreement, Common Share Repurchase, Voting and Conversion Agreement (Mitel Networks Corp)
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants thatin connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder has (A) owns beneficially (as such term is defined in Rule 13d-3 under the requisite power, authority and capacity to enter into this Agreement (and Exchange Act) all other agreements and documents required to be delivered hereunder) on of the terms and conditions herein Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there
(A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to transfer which the legal and beneficial rightShareholder is a party or subject relating to the pledge, title and ownership disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to Mitel and all necessary corporate action has been such Subject Shares, and
(B) there will not be any options, warrants or will be taken prior other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the Closing Date on pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the part date of the Shareholder this Agreement, and there will not be any voting trusts or voting agreements with respect to transfer the legal and beneficial right, title and ownership of the Shares to Mitel on the Closing Datesuch additional Subject Shares;
(b) the execution Shareholder has the full power and delivery of authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the consummation of Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on in the part of the Shareholder. This Agreement and all documents executed or to be executed by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of the Shareholder enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general principles of equityArrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the executionShareholder and, deliveryconstitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;
(d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will not (i) constitute a violation of its articles of incorporation or by-laws, each as amended, (ii) result in the a breach of or constitute a default under any material provision of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) constitute a violation any law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of any law applicable or relating the Shareholder to it or perform its businessesobligations hereunder;
(d) no Person, other than Mitel, has any agreement, option or right to purchase or acquire, or capable of becoming an agreement for the purchase or acquisition of, the Shares; and
(e) the Shareholder has good Subject Shares are, and marketable title to the Shares and has the exclusive right to dispose of the Shares. The Shares will be transferred and sold to Mitel at all times up until the Effective Time, free and clear of all Encumbrancesany Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement;
(f) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates that would reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder; and
(g) no consent of the Shareholder’s spouse is necessary under any applicable Law in order for the Shareholder to enter into and perform its obligations hereunder.
Appears in 4 contracts
Samples: Voting Support Agreement, Voting Support Agreement, Voting Support Agreement
Representations, Warranties and Covenants of the Shareholder. The Shareholder hereby represents, warrants and covenants thatto Parent as follows:
(a) The Shareholder is the beneficial or record owner of, or exercises voting power over, the Shares. The Shares constitute the Shareholder’s entire interest in the outstanding shares of voting securities of the Company and the Shareholder does not hold any other outstanding shares of capital stock of the Company. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if the Shareholder is a partnership, the rights and interest of Persons that own partnership interests in the Shareholder under the partnership agreement governing the Shareholder and applicable partnership law or (ii) if the Shareholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the Shareholder’s voting rights, charges and other encumbrances of any nature (“Encumbrances”) that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of the Company under the Merger Agreement or of the parties to this Agreement. The Shareholder’s principal residence or place of business is set forth on the signature page hereto.
(b) The Shareholder has all requisite power, capacity and authority and capacity to enter into this Agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth and to transfer the legal and beneficial right, title and ownership of the Shares to Mitel and all necessary corporate action has been or will be taken prior to the Closing Date on the part of the Shareholder to transfer the legal and beneficial right, title and ownership of the Shares to Mitel on the Closing Date;
(b) the perform its obligations under this Agreement. The execution and delivery of this Agreement by the Shareholder and the consummation by the Shareholder of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate or similar action action, if any, on the part of the Shareholder. This Agreement has been duly executed and all documents executed or to be executed delivered by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date constitutes a valid and binding obligations obligation of the Shareholder Shareholder, enforceable against it the Shareholder in accordance with their respective its terms, subject only to bankruptcythe effect, insolvencyif any, fraudulent transfer, reorganization, moratorium of (a) applicable bankruptcy and other laws relating to or similar Laws affecting creditors’ the rights of creditors generally and subject to general principles (b) rules of equity;Law governing specific performance, injunctive relief and other equitable remedies.
(c) The execution and delivery of this Agreement by the execution, deliveryShareholder does not, and the Shareholder’s performance of the obligations under this Agreement will not: (a) conflict with, or result in any violation of any order, decree or judgment applicable to the Shareholder or by which the Shareholder or any of the Shareholder’s properties or the Shares are bound; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on, any of the Shares pursuant to any material contract to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s properties (including the Shares) is bound or affected. The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder will not not, require the material consent of any third party.
(d) There is (a) no action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity or, to the Shareholder’s actual knowledge, threatened against, and (b) no judgment, decree or order against, (i) constitute a violation of its articles of incorporation or by-laws, each as amended, (ii) result in the breach of or constitute a default under any material agreement of the Shareholder, or (iiiii) constitute a violation any of any law applicable or relating to it (A) the Shareholder’s Affiliates, (B) the Shareholder’s or its businesses;
Affiliates’ respective properties, (dC) no Person, other than Mitel, has any agreement, option the Shareholder’s officers or right to purchase or acquiredirectors (in the case of a corporate entity (in their capacities as such)), or capable of becoming an agreement for the purchase or acquisition of, the Shares; and
(eD) the Shareholder has good Shareholder’s respective partners (in the case of a partnership), in the case of each of (i) and marketable title (ii) that, individually or in the aggregate, would reasonably be expected to materially delay or impair the Shares and has Shareholder’s ability to consummate the exclusive right to dispose of the Shares. The Shares will be transferred and sold to Mitel free and clear of all Encumbrancestransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Company Shareholder Voting Agreement, Company Shareholder Voting Agreement (Rudolph Technologies Inc)
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and covenants that:
(a) the Shareholder has the requisite power, authority and capacity to enter into this Agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth and to transfer the legal and beneficial right, title and ownership of the Shares to Mitel and all necessary corporate action has been or will be taken prior to the Closing Date on the part of the Shareholder to transfer convert the legal Series A Shares in accordance with this Agreement and beneficial right, title and ownership to otherwise comply with all of the Shares Shareholder's obligations pursuant to Mitel on the Closing Datethis Agreement;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Shareholder. This Agreement and all documents executed or to be executed by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of the Shareholder enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ ' rights generally and subject to general principles of equity;
(c) the execution, delivery, and performance of this Agreement by the Shareholder will not (i) constitute a violation of its articles of incorporation or by-laws, each as amended, (ii) result in the breach of or constitute a default under any material agreement of the Shareholder, or (iii) constitute a violation of any law applicable or relating to it or its businesses;
(d) no Person, other than Mitel, has any agreement, option or right to purchase or acquire, or capable of becoming an agreement for the purchase or acquisition of, of the SharesSeries 2 Warrant; and
(e) the Shareholder has good and marketable title to the Series A Shares and the Series 2 Warrant and has the exclusive right to dispose of the Shares. The Shares will be transferred and sold to Mitel free and clear of all Encumbrances.Series 2
Appears in 1 contract
Samples: Return of Capital, Voting and Conversion Agreement (EdgeStone Capital Equity Fund II - US GP, L.P.)
Representations, Warranties and Covenants of the Shareholder. The Shareholder representsShareholders severally represent, warrants warrant and covenants covenant that:
(a) each of the Shareholder Shareholders has the requisite power, authority and capacity to enter into this Agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth and to transfer the legal and beneficial right, title and ownership of the Shares to Mitel and all necessary corporate action has been or will be taken prior to the Closing Date on the part of the Shareholder Xxxxxxxx to transfer the legal and beneficial right, title and ownership of the Shares Warrants to Mitel on the Closing Date;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of each of the ShareholderShareholders. This Agreement and all documents executed or to be executed by the Shareholder Shareholders pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of each of the Shareholder Shareholders enforceable against it them in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general principles of equity;
(c) the execution, delivery, and performance of this Agreement by each of the Shareholder Shareholders will not (i) as applicable, constitute a violation of its articles of incorporation or by-laws, each as amended, (ii) result in the breach of or constitute a default under any material agreement of the Shareholder, or (iii) constitute a violation of any law applicable or relating to it or its businesses;
(d) no Person, other than Mitel, has any agreement, option or right to purchase or acquire, or capable of becoming an agreement for the purchase or acquisition of, the Shares; andWarrants;
(e) immediately prior to the Shareholder has closing of the Merger, Xxxxxxxx will have good and marketable title to the Shares Warrants and has will have the exclusive right to dispose of the SharesWarrants. The Shares Warrants will be transferred and sold to Mitel free and clear of all Encumbrances; and
(f) immediately prior to the closing of the Merger, WCC will have good and marketable title to the Series B Shares.
Appears in 1 contract
Samples: Warrant Repurchase, Voting and Conversion Agreement (Matthews Terence H)