Representations Warranties and Covenants of the Shareholders. Shareholder hereby represents, warrants and covenants to the Corporation as follows:
Representations Warranties and Covenants of the Shareholders. The Shareholder hereby represents and warrants to, and agrees with, Parent and Acquisition Co. as follows:
Representations Warranties and Covenants of the Shareholders. Each Shareholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub as follows:
Representations Warranties and Covenants of the Shareholders. Each Shareholder hereby severally represents, warrants and covenants to Star as follows:
Representations Warranties and Covenants of the Shareholders. Each of the representations and warranties of the Shareholders contained in the Indemnity and Non-Compete Agreement shall be true and correct in all material respects on and as of the date of this Plan of Merger and on and as of the Effective Time; PROVIDED, HOWEVER, that if any such representation or warranty is already qualified by materiality, for purposes of determining whether this condition has been satisfied, such representation or warranty as so qualified must be true and correct in all respects. The Shareholders shall have performed or complied with all covenants and agreements required by the Indemnity and Non-Compete Agreement to be performed or complied with by them at or prior to the Effective Time. Each of the Shareholders shall have delivered to Parent and Newco a certificate, dated the Closing Date and signed by each of the Shareholders, to the effect that the conditions set forth in this Section 7.3 have been satisfied.
Representations Warranties and Covenants of the Shareholders. (i) Each of the representations and warranties of the Shareholders that is not qualified by materiality or “Material Adverse Effect” qualifiers shall be true and correct in all material respects on and as of the Satisfaction Date as though made on such date. Each of the representations and warranties of the Shareholders that is qualified by materiality or “Material Adverse Effect” shall be true and correct in all respects on and as of the Satisfaction Date as though made on such date.
Representations Warranties and Covenants of the Shareholders. Each of the Shareholders, severally and not jointly, represents and warrants to Parent, as of the date hereof, that:
Representations Warranties and Covenants of the Shareholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.5 hereof into the right to receive Parent Common Stock a letter of transmittal (“Letter of Transmittal”) in substantially the form attached hereto as Exhibit E which shall contain additional representations, warranties and covenants of such Shareholder, including without limitation, that (i) such Shareholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (ii) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Shareholder is bound or affected, (iii) such Shareholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Shareholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (iv) such Shareholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Shareholder is acquiring Parent Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Common Stock in violation of the Securities Act or the securities laws of any state, and (v) such Shareholder has had an opportunity to ask and receive answers to any questions such Shareholder may have had concerning the terms and conditions of the Merger and the Parent Common Stock and has obtained any additional information that such Shareholder has requested. Delivery shall be effected, and risk of loss and title to the Parent Common Stock shall pass, only upon delivery to the Parent (or an agent of the Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.6 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Section 4. 5.
Representations Warranties and Covenants of the Shareholders. Each Shareholder, severally, but not jointly, represents and warrants to the Company as follows:
Representations Warranties and Covenants of the Shareholders. 3.1 The Shareholders hereby represent, warrant and covenant in favour of Permission that:
