Common use of SELLING SHAREHOLDERS Clause in Contracts

SELLING SHAREHOLDERS. 2.19.1 To the best of Company's knowledge, there is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Shareholder to comply with or perform such Shareholder's covenants or obligations under the Agreement. No event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding; 2.19.2 To the best of Company's knowledge, no Consent or Governmental Authorization by any Person is required in connection with the execution, delivery and performance by any Shareholder of this Agreement or the consummation of the transactions contemplated hereby; 2.19.3 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, neither the execution and delivery of this Agreement or any other agreement herein contemplated to be entered into by each Shareholder, nor the consummation of such transactions nor the fulfillment of the terms thereof, violates or will violate, or results or will result in a Breach of any of the terms and provisions of, or constitutes or will constitute a default under, or conflicts or will conflict with, or results or will result in any augmentation or acceleration of rights, benefits or obligations of any party under any agreement, indenture or other instrument to which such Shareholder is a party or is bound; 2.19.4 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, each Shareholder is, and at Closing will be, the record and beneficial owner and holder of the Shares, free and clear of any Encumbrances

SELLING SHAREHOLDERS. 2.19.1 To the best of Company's knowledge, there is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Shareholder to comply with or perform such Shareholder's covenants or obligations under the Agreement. No event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding; 2.19.2 To the best of Company's knowledge, no Consent or Governmental Authorization by any Person is required in connection with the execution, delivery and performance by any Exhibit 2.3 Shareholder of this Agreement or the consummation of the transactions contemplated hereby; 2.19.3 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, neither the execution and delivery of this Agreement or any other agreement herein contemplated to be entered into by each Shareholder, nor the consummation of such transactions nor the fulfillment of the terms thereof, violates or will violate, or results or will result in a Breach of any of the terms and provisions of, or constitutes or will constitute a default under, or conflicts or will conflict with, or results or will result in any augmentation or acceleration of rights, benefits or obligations of any party under any agreement, indenture or other instrument to which such Shareholder is a party or is bound; 2.19.4 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, each Shareholder is, and at Closing will be, the record and beneficial owner and holder of the Shares, free and clear of any Encumbrances

SELLING SHAREHOLDERS. 2.19.1 To the best of Company's knowledge, there is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Shareholder to comply with or perform such Shareholder's covenants or obligations under the Agreement. No event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding; 2.19.2 To the best of Company's knowledge, no Consent or Governmental Authorization by any Person is required in SILK/CAPITAL EQUITIES STOCK PURCHASE AGREEMENT 18 OF 35 connection with the execution, delivery and performance by any Shareholder of this Agreement or the consummation of the transactions contemplated hereby; 2.19.3 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, neither the execution and delivery of this Agreement or any other agreement herein contemplated to be entered into by each Shareholder, nor the consummation of such transactions nor the fulfillment of the terms thereof, violates or will violate, or results or will result in a Breach of any of the terms and provisions of, or constitutes or will constitute a default under, or conflicts or will conflict with, or results or will result in any augmentation or acceleration of rights, benefits or obligations of any party under any agreement, indenture or other instrument to which such Shareholder is a party or is bound; 2.19.4 To the best of Company's knowledge, assuming consummation of the transactions contemplated hereby, each Shareholder is, and at Closing will be, the record and beneficial owner and holder of the Shares, free and clear of any Encumbrances