Shareholder Representations. The Shareholder represents and warrants to Parsec and the Company, as of the date hereof, that:
a. such Shareholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions contemplated hereby are within such Shareholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of such Shareholder;
b. this Support Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
c. the execution and delivery of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, or (ii) require any consent or approval from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
d. there are no Proceedings pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by such Shareholder or, to the knowledge of such Shareholder, by the Company;
f. such Shareholder has not entered into, and shall not ...
Shareholder Representations. 10 ARTICLE IV -
Shareholder Representations. The Shareholder represents and warrants as follows:
Shareholder Representations. Each shareholder of ACTI severally and not jointly, represents to UNLTD that he she or it has the right, power, and authority to enter into, and perform his or her obligations under this Agreement, and that all necessary corporate actions needed to transfer shares to UNLTD have been taken. The execution and delivery of this Agreement by such shareholder and the delivery by such shareholder of his or her shares in ACTI pursuant to Article I will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, mortgage, or agreement to which he or she is a party, or by which he or she may be bound, and any consents or authorizations of any party which are required, have been duly obtained or will be obtained at or prior to the Closing. Each shareholder of ACTI severally and not jointly, represents and warrants to UNLTD that the shares of ACTI that such shareholder will deliver at closing will be free of any liens or encumbrances. Each shareholder of ACTI severally and not jointly, hereby declares that it has waived its rights under Article 44.7 of the AOA in connection with the transaction. Xenia Venture Capital Ltd. hereby waives any rights it may have under Articles 16 and 72 of the AOA. Each shareholder of ACTI understands that the shares being acquired from UNLTD represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.
Shareholder Representations. Each of Samsung and the Shareholder represents and warrants as follows:
Shareholder Representations. Parent shall have received from each --------------------------- Shareholder a completed investor suitability statement, in form and substance reasonably satisfactory to Parent.
Shareholder Representations. Each shareholder of ECBC represents to USA that he has the right, power, and authority to enter into, and perform his obligations under this Agreement. The execution and delivery of this Agreement by such shareholder and the delivery by such shareholder of his shares in ECBC pursuant to Article I will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, or agreement to which he is a party, or by which he may be bound, nor will any consents or authorizations of any party be required. Each shareholder of ECBC represents and warrants to USA that the shares of ECBC that such shareholder will deliver at closing will be free of any liens or encumbrances. Each shareholder of ECBC understands that the shares being acquired from USA represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.
Shareholder Representations. Each Shareholder, severally and not jointly represents and warrants, to the other Shareholders that (a) if such Shareholder is an individual, such Shareholder is the sole legal and beneficial owner of the Company Securities it currently holds, no other Person has any interest in such Company Securities and such Shareholder owns such Company Securities free and clear of any and all liens, claims, encumbrances and restrictions, other than restrictions imposed by this Agreement and (b) such Shareholder has the full power and capacity to execute and deliver this Agreement and perform his, her or its obligations hereunder and this Agreement has been duly executed and delivered by, and evidences the valid and binding obligation of, such Shareholder enforceable against such Shareholder in accordance with its terms.
Shareholder Representations. Each of the Shareholders understands, acknowledges and agrees that the offering and sale of the Acquisition Shares to the Shareholders has not been registered under the Securities Act or under any state securities laws or regulations and that the Acquisition Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that Zhongshan City Xxxxx Appliances Co., Ltd. is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each of the Shareholders set forth herein in order to determine the applicability of such exemptions and the suitability of such Shareholders to acquire the Acquisition Shares. In this regard, each of the Shareholders represents and warrants as follows:
(a) it is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of Zhongshan City Xxxxx Appliances Co., Ltd. A U.S. Person means any one of the following: (1) any natural person resident in the United States of America; (2) any partnership or corporation organized or incorporated under the laws of the United States of America; (3) any estate of which any executor or administrator is a U.S. person; (4) any trust of which any trustee is a U.S. person; (5) any agency or branch of a foreign entity located in the United States of America; (6) any non−discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and (8) any partnership or corporation if: (a) organized or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
(b) At the time of the origination of contact concerning this contract and the date of the execution and delivery of this contract, each of the Shareholders was outside of the United States.
(c) each of the Sh...
Shareholder Representations. Each Shareholder represents, warrants and covenants that such Shareholder does not now have, and as of the Effective Time of the Merger will not have, any present plan or intention ("Plan of Transfer") to engage in a sale, exchange, transfer, distribution, pledge, disposition or any other transaction which would result in a direct or indirect disposition (a "Sale") of more than 25% of the shares of Worldtalk Common Stock that such Shareholder may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof ("Derivative Securities"). Each Shareholder is not aware of, nor is such Shareholder participating in, any Plan of Transfer to engage in a Sales of shares of Worldtalk Common Stock to be issued in the Merger (including Derivative Securities) such that the aggregate fair market value, as of the Effective Time of the Merger (as defined in the Plan of Reorganization), of the shares subject to such Sales would exceed 25% of the aggregate fair market value of all shares of outstanding Demixx Xxxmon Stock immediately prior to the Merger. For purposes of this representation, shares of Demixx Xxxmon Stock (or the portion thereof) (a) with respect to which a Shareholder receives consideration in the Merger other than Worldtalk Common Stock (including, without limitation, any Cash Payment received in the Merger pursuant to Section __________________________________ ** Confidential treatment has been requested for this portion.
1.1.1 of the Plan of Reorganization and cash received in lieu of fractional shares) and/or (b) with respect to which a Sale occurs during the period beginning with the commencement of negotiations (whether formal or informal) between Demixx xxx Worldtalk regarding the Merger and ending on the Effective Time of the Merger, shall be considered shares of outstanding Demixx Xxxmon Stock exchanged for Worldtalk Common Stock received in the Merger and then disposed of pursuant to a Plan of Transfer.
