Common use of Shareholder Matters Clause in Contracts

Shareholder Matters. (a) Each Shareholder for himself, herself or itself only, represents and warrants as follows: (i) this Agreement has been duly and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; (ii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; (iii) he, she or it has had access to the Parent SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement; (iv) he, she or it has all necessary approval and authorization to execute and deliver this Agreement and execute his, her or its obligations hereunder; (v) that the execution and delivery of this Agreement by such Shareholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority or similar body, domestic or foreign (each a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(m)) on such Shareholder or the Company or, after the Closing, Parent, or prevent the parties hereto from performing their material obligations under this Agreement; (vi) he, she or it understands that he, she or it must bear the economic risk of the investment in the Acquisition Shares, which cannot be sold by him, her or it unless such shares are registered under the Securities Act or an exemption therefrom is available thereunder; (vii) all Acquisition Shares to be acquired by him, her or it pursuant to this Agreement will be acquired for his, her or its account and not with a view towards distribution thereof; (viii) he, she or it is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); (ix) that he, she or it owns the Company Ordinary Shares listed on Schedule 2.3(a) as being owned by him, her or it free and clear of all Liens. (x) that his, her or its execution of this Agreement shall be deemed their written consent to the approval of this Agreement and approval for the Company to execute and deliver same and to consummate the transactions contemplated hereby.

Shareholder Matters. (a) Each By his execution of this Agreement, the Shareholder, in his capacity as the sole shareholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement. Such execution shall be deemed to be action taken by the irrevocable written consent of the Shareholder for himself, herself or itself only, purposes of Section 228 of the DGCL and Section 13.1-657 of the Virginia Code. (b) The Shareholder represents and warrants as follows: : (i) all Parent Common Stock to be acquired by the Shareholder pursuant to this Agreement has been duly will be acquired for his account and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of such Shareholder, enforceable against such Shareholder in accordance not with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; a view towards distribution thereof; (ii) hethe Shareholder understands that he must bear the economic risk of the investment in the Parent Common Stock, she which cannot be sold by him unless it is registered under the Securities Act, or it an exemption therefrom is available thereunder; (iii) the Shareholder has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons Persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; ; and (iiiiv) he, she or it the Shareholder has had access to the Parent SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement; (iv) he, she or it has all necessary approval and authorization to execute and deliver this Agreement and execute his, her or its obligations hereunder; . The Shareholder acknowledges that (v) that the execution and delivery of this Agreement by he is either (A) an “accredited investor” as such Shareholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority or similar body, domestic or foreign (each a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as term is defined in Section 10.2(m)Rule 501(a) on such Shareholder or the Company or, after the Closing, Parent, or prevent the parties hereto from performing their material obligations under this Agreement; (vi) he, she or it understands that he, she or it must bear the economic risk of the investment in the Acquisition Shares, which cannot be sold by him, her or it unless such shares are registered promulgated under the Securities Act or (B) a Person possessing sufficient knowledge and experience in financial and business matters to enable him to evaluate the merits and risks of an exemption therefrom is available thereunder; investment in Parent; and (viivi) all Acquisition Shares the Shareholder understands that the certificates representing the Parent Common Stock to be acquired received by him, her or it pursuant him will bear legends to this Agreement will the effect that the Parent Common Stock may not be acquired for his, her or its account and not transferred except upon compliance with a view towards distribution thereof; (viii) he, she or it is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D registration requirements of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2or an exemption therefrom) or (d)(3); (ix) that he, she or it owns and the Company Ordinary Shares listed on Schedule 2.3(a) as being owned by him, her or it free and clear of all Liens. (x) that his, her or its execution provisions of this Agreement shall be deemed their written consent to the approval of this Agreement and approval for the Company to execute and deliver same and to consummate the transactions contemplated herebyAgreement.

Shareholder Matters. (a) Each By his execution of this Agreement, Company Shareholder, in his capacity as a Shareholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement and its exhibits. Such execution shall be deemed to be action taken by the irrevocable written consent of each Shareholder for himselfpurposes of Section 302A.441, herself or itself only, Minnesota Statutes 2006. (b) Company Shareholder represents and warrants as follows: : (i) all Xxxxxxxx Common Stock to be acquired by Company Shareholder pursuant to this Agreement has been duly will be acquired for his account and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of such Shareholder, enforceable against such Shareholder in accordance not with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; a view towards distribution; (ii) he understands that he must bear the economic risk of the investment in the Xxxxxxxx Common Stock, which cannot be sold by him unless it is registered under the Securities Act, or an exemption therefrom is available thereunder; (iii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent Xxxxxxxx and all persons acting on Parent’s Xxxxxxxx’x behalf concerning the business and operations of Parent Xxxxxxxx and to obtain any additional information to the extent Parent Xxxxxxxx possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; ; and (iiiiv) he, she or it he has had access to the Parent Xxxxxxxx SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement; (iv) he, she or it has all necessary approval and authorization to execute and deliver this Agreement and execute his, her or its obligations hereunder; . Company Shareholder acknowledges that (v) that the execution and delivery of this Agreement by he is an “accredited investor” as such Shareholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority or similar body, domestic or foreign (each a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as term is defined in Section 10.2(m)Rule 501(a) on such Shareholder or the Company or, after the Closing, Parent, or prevent the parties hereto from performing their material obligations under this Agreement; (vi) he, she or it understands that he, she or it must bear the economic risk of the investment in the Acquisition Shares, which cannot be sold by him, her or it unless such shares are registered promulgated under the Securities Act or an exemption therefrom is available thereunder; and (viivi) all Acquisition Shares he understands that the certificates representing the Xxxxxxxx Common Stock to be acquired received by him, her or it pursuant him may bear a legend to this Agreement will the effect that the Xxxxxxxx Common Stock may not be acquired for his, her or its account and not transferred except upon compliance with a view towards distribution thereof; (viii) he, she or it is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D registration requirements of the Securities Act (a “Disqualification Event”or an exemption therefrom), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); (ix) that he, she or it owns the Company Ordinary Shares listed on Schedule 2.3(a) as being owned by him, her or it free and clear of all Liens. (x) that his, her or its execution of this Agreement shall be deemed their written consent to the approval of this Agreement and approval for the Company to execute and deliver same and to consummate the transactions contemplated hereby.

Shareholder Matters. (a) Each By his execution of this Agreement, Xxxxxxx in his capacity as the sole shareholder of the Company, hereby approves and adopts this Agreement and authorizes the Company, its directors and officers to take all actions necessary for the consummation of the First Merger and the other transactions contemplated hereby pursuant to the terms of this Agreement (including the exhibits and Schedules to this Agreement). Such execution shall be deemed to be action taken by the irrevocable written consent of the Shareholder for himselfthe purposes of Section 10-1103 of the ABCA. The Shareholder also confirms that he is not entitled to any appraisal, herself dissenters’ or itself only, similar rights pursuant to any Legal Requirements. (b) Xxxxxxx represents and warrants as follows: : (i) all Parent Common Stock to be acquired by Xxxxxxx pursuant to this Agreement has been duly will be acquired for investment only and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation not with a view to or intention of or in connection with any resale or distribution of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization Parent Common Stock or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity; any interest therein; (ii) heXxxxxxx understands that he must bear the economic risk of the investment in the Parent Common Stock, she which will be “restricted securities” under applicable federal securities laws and that the Securities Act provides in substance that Xxxxxxx may dispose of such shares only pursuant to an effective registration statement under the Securities Act or it an exemption from registration if available; (iii) Xxxxxxx shall furnish any additional information about Xxxxxxx reasonably requested by the Parent to assure the compliance of this transaction with applicable federal and state securities laws; (iv) Xxxxxxx has had both the opportunity to ask questions and receive answers from the officers and directors of the Parent and all persons person’s acting on the Parent’s behalf concerning the business and operations of the Parent and to obtain any additional information to the extent the Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information; ; (iiiv) he, she or it Xxxxxxx has had access to the Parent SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement; ; (ivvi) he, she or it has all necessary approval and authorization to execute and deliver this Agreement and execute his, her or its obligations hereunder; (v) that the execution and delivery of this Agreement by such Shareholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority or similar body, domestic or foreign (each a Xxxxxxx is an “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect accredited investor” (as defined in Section 10.2(m)rule 501(a) on under the Securities Act) and has such Shareholder or knowledge, skill and experience in business, financial and investment matters so that he is capable of evaluating the Company or, after the Closing, Parent, or prevent the parties hereto from performing their material obligations under this Agreement; (vi) he, she or it understands that he, she or it must bear the economic risk merits and risks of the an investment in the Acquisition SharesParent Common Stock pursuant to the transactions contemplated by this Agreement or to the extent that Xxxxxxx has deemed it appropriate to do so, which cannot be sold he has relied upon appropriate professional advice regarding the tax, legal and financial merits and consequences of an investment in the Parent Common Stock pursuant to the transactions contemplated by him, her or it unless such shares are registered under the Securities Act or an exemption therefrom is available thereunder; this Agreement and (vii) all Acquisition Shares Xxxxxxx understands the certificates representing the Parent Common Stock to be acquired by him, her or it issued pursuant to the transactions contemplated under this Agreement will shall bear legends to the effect that the Parent Common Stock shall not be acquired for his, her or its account and not transferred except upon compliance with a view towards distribution thereof; (viii) he, she or it is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D registration requirements of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2or an exemption therefrom) or (d)(3); (ix) that he, she or it owns and the Company Ordinary Shares listed on Schedule 2.3(a) as being owned by him, her or it free and clear of all Liens. (x) that his, her or its execution provisions of this Agreement shall be deemed their written consent to the approval of this Agreement and approval for the Company to execute and deliver same and to consummate the transactions contemplated herebyAgreement.