Shareholder Representations and Warranties. Each Shareholder represents and warrants to the Company and each other Shareholder that:
(a) Such Shareholder is an entity duly organized and validly existing and in good standing (or the equivalent thereof) under the laws of the jurisdiction of organization and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement, the performance by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other company action of such Shareholder. Such Shareholder has duly executed and delivered this Agreement.
(c) This Agreement constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority (other than the filing of any required reports with the SEC).
(d) The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of such Shareholder, (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which such Shareholder is a party.
(e) Except for this Agreement, the Amended and Restated Registration Rights Agreement, dated as of November 29, 2017, by and among the Company, Holdings and certain other parties, and the Margin Loan Agreement, dated as of August 22, 2018, among Holdings, the lenders party thereto and Barclays Bank plc (as administrative agent and calculation agent) and the accompanying Pledge and Security Agreement, to the extent applicable, such Shareholder is not bound by any other agreements ...
Shareholder Representations and Warranties. The Shareholder represents and warrants to JAWS as follows:
(a) If the Shareholder is an entity, the Shareholder is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable).
(b) The Shareholder has the requisite corporate, limited liability company or other similar power and authority (or, if the Shareholder is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. If the Shareholder is an entity, the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, legal and binding agreement of the Shareholder (assuming that this Agreement is duly authorized, executed and delivered by JAWS), enforceable against the Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). 1 Note to Draft: To be included only for Other RRA Parties.
(c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Shareholder with respect to the Shareholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder to perform, or othe...
Shareholder Representations and Warranties. Each Shareholder represents and warrants to the Company and each other Shareholder that:
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to Parent and Merger Sub as follows:
Shareholder Representations and Warranties. As of the date of this Agreement, Shareholder hereby represents, warrants, covenants and agrees as follows:
Shareholder Representations and Warranties. The Shareholder represents and warrants to the Corporation as follows, and acknowledges that the Corporation is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) the Shareholder has all necessary power, authority, right and capacity to execute and deliver this Agreement, and to perform its obligations hereunder and complete the transactions contemplated hereby; (b) this Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction;
Shareholder Representations and Warranties. Each such Shareholder represents and warrants to the Purchaser (which representations and warranties shall survive Closing and shall remain in full force and effect thereafter for the periods set out in paragraph 8.1 herein) that .1 Each such Shareholder beneficially owns and controls and has good and marketable title to the Purchased Shares registered in such Shareholder’s name free and clear of any and all mortgages, charges, liens, pledges, encumbrances, demands, security interest or claims of others (collectively the “Liens”) and has the absolute right, power and authority to sell, transfer and assign the said Purchased Shares to the Purchaser in accordance with the terms and conditions herein contained. Furthermore, each of Xxxxxxx Xxxxxx, Xxxx X. Xxxxxxxxx and Xxxxx Xxxxx, being the sole Shareholders who each own or have options to own more than 600,000 of the Corporation’s common stock just prior to the Closing, shall make the following additional representations and warranties, each being made to his knowledge and belief, to the Purchaser (which representations and warranties shall survive Closing and shall remain in full force and effect thereafter for the periods set out in paragraph 8.1 herein) that .2 No Shareholder is aware of any injunctions, judgments, orders, legal actions, or similar proceedings, either threatened, pending or outstanding, against or relating to the Purchased Shares or such Shareholder which would or could affect or prohibit the completion by any Vendors of the transactions contemplated hereby.
Shareholder Representations and Warranties. Clayburn, Branton, and Management Company each represents, undertakes, and warrants to the other Parties, severally, that each of the following statements set forth in Sections 3.1 through 3.4 (inclusive) below (the “Warranties”) is true and correct as of the date hereof, and acknowledges that the other Parties have entered into this Agreement in reliance upon the Warranties. Each of the Warranties shall be construed as a separate representation and warranty and (save as expressly provided to the contrary herein) shall not be limited or restricted by reference to, or inference from, the terms of any other Warranty or any other term of this Agreement.
Shareholder Representations and Warranties. As a condition to the receipt of the Consideration Shares, each of the Vendors represents and warrants to, and covenants with, Purchaser as follows:
(a) Such Vendor is aware of Purchaser's business affairs and has acquired sufficient information about Purchaser to reach an informed and knowledgeable decision to acquire the Consideration Shares. Such Shareholder has been furnished by Purchaser with a copy of Purchaser's Form 10-KSB for its fiscal year ended June 30, 1998, Purchaser's Form 10-QSBs for its fiscal quarters ended September 30, 1997, December 31, 1997 and March 31, 1998, and such Vendor has read such reports and understands and has evaluated the risks of making an investment in the Purchaser's Shares. Such Vendor has been afforded access to information concerning Purchaser and to its executive officers and has been afforded the opportunity to ask questions of, and receive answers from, Purchaser.
(b) Such Vendor is generally familiar with the open system, touch-screen computer for point-of-sale applications industry since such Vendor has either been employed in such industry or has invested in business entities engaged in such industry.
(c) Such Vendor is taking the Consideration Shares for investment for such Vendor's own account only and not with a view to, or for resale in connection with, any unregistered "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "ACT").
(d) Such Vendor understands that no United States federal or state agency has passed on, or made any recommendation or endorsement of, the Consideration Shares.
(e) Such Vendor understands that the Consideration Shares are being offered and sold to it in reliance on specific exemptions from or non-application of the registration requirements of federal and state securities laws and that Purchaser is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of such Vendor set forth herein in order to determine the applicability of such exemptions and the suitability of such Vendor acquiring the Consideration Shares.
(f) Vendor certifies that he, she or it is neither a citizen nor a resident of the United States and that his, her or its address set forth in the Purchase Agreement is correct.
(g) No public offer or solicitation of the Consideration Shares was made to such Vendor and no offer of the Purchaser's Shares was made to such Vendor while such Vendor was present in the United Sta...
Shareholder Representations and Warranties. The Shareholder hereby represents and warrants to German American as follows:
