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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder).
Appears in 5 contracts
Samples: Shareholder Agreement, Shareholder Agreement (Sapphire Holding S.a r.l.), Shareholder Agreement (WillScot Mobile Mini Holdings Corp.)
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to the Company and each other Shareholder thatPurchaser as follows:
(a) Such Shareholder is an entity duly organized has full legal right 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 capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution This Agreement has been duly executed and delivered by Shareholder and the execution, delivery and performance of this Agreement, the performance Agreement by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate necessary action on the part of Shareholder and no other actions or other company action proceedings on the part of such Shareholder. Such Shareholder has duly executed and delivered are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby.
(c) This Assuming due execution and delivery by Purchaser, this Agreement constitutes the legal, valid and binding obligation agreement 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)terms.
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement by Shareholder does not, and the consummation of the transactions contemplated hereby do and the compliance with the provisions hereof will not (i) conflict require Shareholder to obtain the consent or approval of, or make any filing with or result in notification to, any violation governmental or breach of any provision of any of the organizational documents of such Shareholderregulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Shareholder or its properties and assets, (iii) conflict with or result in violate any violation organizational document or breach law, rule, regulation, order, judgment or decree applicable to Shareholder or pursuant to which any of any provision of any Applicable Law its or its affiliates’ respective properties or assets are bound or (iiiiv) require violate any consent or other action by any Person under any provision of any material agreement or other instrument to which such Shareholder or any of its affiliates is a partyparty including, without limitation, any voting agreement, shareholders agreement, irrevocable proxy or voting trust. The Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, shareholders agreement, irrevocable proxy or voting trust.
(e) Except for On the date hereof, the Owned Shares set forth on Attachment A hereto are owned of record or beneficially by Shareholder in the manner reflected thereon, include all of the shares of Company Common Stock and/or Company Series B Preferred Stock owned of record or beneficially by Shareholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof Shareholder has, and at the Company Shareholder Meeting or any other shareholder meeting of the Company in connection with the Merger Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by 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 sole voting power (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 or arrangements of any kind with any other party securities have voting power) and sole dispositive power with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition all of the Common Stock or any interest therein or Owned Shares, except as otherwise reflected on Attachment A.
(f) Shareholder understands and acknowledges that each of Purchaser and Company is entering into the voting Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)this Agreement.
Appears in 5 contracts
Samples: Stock Conversion, Voting and Support Agreement (MFP Investors LLC), Stock Conversion, Voting and Support Agreement (GF Financial, LLC), Stock Conversion, Voting and Support Agreement (Columbia Banking System Inc)
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to the Company and each other Shareholder thatParent as follows:
(a) Such Shareholder is an entity duly organized has full legal right 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 capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution This Agreement has been duly executed and delivered by Shareholder and the execution, delivery and performance of this Agreement, the performance Agreement by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate necessary action on the part of Shareholder and no other actions or other company action proceedings on the part of such Shareholder. Such Shareholder has duly executed and delivered are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby.
(c) This Assuming due execution and delivery by Parent, this Agreement constitutes the legal, valid and binding obligation agreement 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)terms.
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement by Shareholder does not, and the consummation of the transactions contemplated hereby do and the compliance with the provisions hereof will not (i) conflict require Shareholder to obtain the consent or approval of, or make any filing with or result in notification to, any violation governmental or breach of any provision of any of the organizational documents of such Shareholderregulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Shareholder or its properties and assets, (iii) conflict with with, violate or result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any violation organizational document or law, rule, regulation, order, judgment or decree applicable to Shareholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate or result in a 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 or any of its affiliates is a partyparty including, without limitation, any voting agreement, shareholders agreement, irrevocable proxy or voting trust. The Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, shareholders agreement, irrevocable proxy or voting trust.
(e) Except for On the date hereof, the Owned Shares and the Company Warrant set forth on Attachment A hereto are owned of record or beneficially by Shareholder in the manner reflected thereon, include all of the shares of Company Common Stock and/or the Company Warrant owned of record or beneficially by Shareholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances, security interests, options or limitations of whatever nature except (if applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof, Shareholder has, and at the Company Shareholder Meeting or any other shareholder meeting of the Company in connection with the Merger Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by this Agreement), sole voting power (to 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 agentextent such securities have voting power) and sole dispositive power with respect to all of the accompanying Pledge and Security AgreementOwned Shares, except as otherwise reflected on Attachment A.
(f) As of the date hereof, to the extent applicableknowledge of Shareholder, such there is no action, proceeding or investigation pending or, to Shareholder’s knowledge, threatened against Shareholder is not bound before or by any other agreements Governmental Entity, that would, individually or arrangements in the aggregate, impair the ability of any kind with any other party with respect Shareholder to consummate the Common Stock, including agreements or arrangements with respect to the acquisition or disposition transactions contemplated hereby.
(g) Shareholder understands and acknowledges that each of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements Parent and arrangements are with the Company or any other is entering into the Merger Agreement in reliance upon Shareholder)’s execution, delivery and performance of this Agreement.
Appears in 4 contracts
Samples: Warrant Transfer, Voting and Support Agreement (Intermountain Community Bancorp), Warrant Transfer, Voting and Support Agreement (Columbia Banking System Inc), Warrant Transfer, Voting and Support Agreement (Columbia Banking System Inc)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company and each other Shareholder thatParent as follows:
(a) Such If the Shareholder is an entity, the Shareholder is a corporation, limited liability company or other applicable business entity duly organized and 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 the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder has all 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 Merger Agreement), and to consummate the transactions contemplated hereby.
(b) The . If the Shareholder is an entity, 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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Parent), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Legal Requirements affecting generally the enforcement of creditors’ rights generally and by subject to general equitable principles of equity).
(whether enforcement c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is sought by proceedings in equity or at law). The required on the part of the Shareholder with respect to the Shareholder’s execution, delivery and 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 Merger Agreement) or the consummation of the transactions contemplated hereby, require no action by except for any consents, approvals, authorizations, designations, declarations, waivers or in respect offilings, the absence of which would not adversely affect the ability of the Shareholder to perform, or filing otherwise comply with, any Governmental Authority (other than the filing of its covenants, agreements or obligations hereunder in any required reports with the SEC)material respect.
(d) The execution, None of the execution or delivery and performance by such Shareholder of this Agreement by the Shareholder, the performance by the Shareholder of any 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 Merger Agreement) or the consummation of the transactions contemplated hereby do not will, directly or indirectly (with or without due notice or lapse of time, or both) (i) conflict with or if the Shareholder is an entity, result in any violation or breach of any provision of any of the Shareholder’s organizational documents of such Shareholderand governing documents, (ii) conflict with or result in any a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions 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 Contract to which such the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Legal Requirement to which the Shareholder or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Covered Company Shares, except, in the case of any of clause (ii) and clause (iii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is the record and beneficial owner of the Covered Company Shares and has valid, good and marketable title to the Covered Company Shares, free and clear of all Liens (other than transfer restrictions under applicable securities laws or the Company Stockholder Agreements or the restrictions contemplated by this Agreement). Except for the Covered Company Shares, the Shareholder does not own, beneficially or of record, any shares of capital stock of the Company. Except as otherwise expressly contemplated by the Company Organizational Documents or the Company Stockholder Agreements, the Shareholder does not have the right to acquire any shares of capital stock of the Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Covered Company Shares and, 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, Merger Agreement and the Margin Loan Agreement, dated as of August 22, 2018, among HoldingsCompany Stockholder Agreements, 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 party to or bound by (i) any option, warrant, purchase right, or other agreements Contract that would (either alone or arrangements in connection with one or more events, developments or events (including the satisfaction or waiver of any kind with conditions precedent)) require the Shareholder to Transfer any of the Covered Company Shares or (ii) any voting trust, proxy or other party Contract with respect to the Common Stock, including agreements voting or arrangements with respect to the acquisition or disposition Transfer of any of the Common Stock or any interest therein or Covered Company Shares. As used herein, the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the term “Company or any other Shareholder).Stockholder Agreements” means those Contracts set forth on Schedule C.
Appears in 3 contracts
Samples: Stockholder Support Agreement (890 5th Avenue Partners, Inc.), Merger Agreement (890 5th Avenue Partners, Inc.), Stockholder Support Agreement (890 5th Avenue Partners, Inc.)
Shareholder Representations and Warranties. Each Shareholder represents and warrants to Pathfinder, Pathfinder Sponsor and the Company and each other Shareholder thatas follows:
(a) Such If the Shareholder is not an individual, the Shareholder is a corporation, limited liability company, limited partnership or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) If the Shareholder is not an individual, the Shareholder has all the requisite corporate, limited liability company, limited partnership or other similar power and authority and, if the Shareholder is an individual, the Shareholder has the legal capacity, to execute and deliver this Agreement, to perform his, her or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Pathfinder, Pathfinder Sponsor and the Company), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and by subject to general equitable principles of equity).
(whether enforcement c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is sought by proceedings in equity or at law). The required on the part of the Shareholder with respect to the Shareholder’s execution, delivery and or performance of his, her or 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, require no action by except for any consents, approvals, authorizations, designations, declarations, waivers or in respect offilings, the absence of which would not adversely affect the ability of the Shareholder to perform, or filing otherwise comply with, any Governmental Authority (other than the filing of his, her or its covenants, agreements or obligations hereunder in any required reports with the SEC)material respect.
(d) The execution, None of the execution or delivery and performance by such Shareholder of this Agreement by the Shareholder, the performance by the Shareholder of any of his, her or 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 do not will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or if the Shareholder is not an individual, result in any violation or breach of any provision of any of the organizational documents of Shareholder’s Governing Documents (as such Shareholderterm is defined in the Business Combination Agreement), (ii) conflict with or result in any a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions 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 Contractual Obligation to which such the Shareholder is a party, (iii) violate, or constitute a breach under, any order or applicable Law to which the Shareholder or any of his, her or its properties or assets are subject or bound or (iv) result in the creation of any Lien upon the Subject Pathfinder Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(e) Upon the consummation of the Tender Offer and at all times thereafter until the Merger, the Shareholder, the Purchasers and/or Affiliates of the Shareholder will be the sole record and beneficial owners of the Subject Pathfinder Shares and the Shareholder, the Purchasers and each such Affiliate has valid, good and marketable title to the Subject Pathfinder Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law (as such term is defined in the Business Combination Agreement) or as set forth in the Governing Documents of Pathfinder). Except for the Subject Pathfinder Shares acquired pursuant to the Tender Offer, together with any shares of Pathfinder common stock that may be acquired pursuant to the Subscription Agreement, the Shareholder, the Purchasers and Affiliates of the Shareholder do not own, beneficially or of record, or have the right to acquire, any equity securities of Pathfinder (including, for the avoidance of doubt, any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) thereto). Upon the consummation of the Tender Offer and at all times thereafter until the Merger, the Shareholder will have the sole right to vote (and provide consent in respect of, as applicable) the Subject Pathfinder Shares and, 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 HoldingsShareholder, the lenders Purchasers and/or Affiliates of the Shareholder are not 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 or bound by (i) any option, warrant, purchase right, or other agreements Contractual Obligations that could (either alone or arrangements in connection with one or more events, developments or events (including the satisfaction or waiver of any kind with conditions precedent)) require the Shareholder to Transfer any of the Subject Pathfinder Shares or (ii) any voting trust, proxy or other party Contractual Obligations with respect to the Common Stockvoting or Transfer of any of the Subject Pathfinder Shares, including except as provided in this Agreement, the Note Purchase Agreement, the Fee Letter and that certain Voting Agreement, to be dated as of the Merger Closing Date, by and among, among others, Pathfinder, the Company and the Shareholder.
(f) There is no action, suit, proceeding, claim or dispute pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or arrangements with respect obligations under this Agreement in any material respect.
(g) There is no order or Law issued by any court of competent jurisdiction or other Governmental Authority, or other legal restraint or prohibition relating to the acquisition Shareholder or disposition any of his, her or its Affiliates that would reasonably be expected to adversely affect the ability of the Common Stock Shareholder to perform, or otherwise comply with, any interest therein of his, her or the voting of the Common Stock (regardless of whether its covenants, agreements or not such agreements and arrangements are with the Company or obligations under this Agreement in any other Shareholder)material respect.
Appears in 2 contracts
Samples: Transaction Support Agreement (Fp Credit Partners Ii, L.P.), Transaction Support Agreement (Pathfinder Acquisition Corp)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to CBRG and the Company and each other Shareholder thatas follows:
(a) Such If the Shareholder is not an individual, the Shareholder is a corporation, limited liability company, limited partnership or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) If the Shareholder is not an individual, the Shareholder has all the requisite corporate, limited liability company, limited partnership or other similar power and authority and, if the Shareholder is an individual, the Shareholder has the legal capacity, to execute and deliver this Agreement, to perform his, her or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by CBRG and the Company), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 his, her or 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 otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by general equitable principles the Shareholder, the performance by the Shareholder of any of his, her or its covenants, agreements or obligations under this Agreement (whether enforcement 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 or the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder is sought by proceedings not an individual, result in equity any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or at lawbreach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any shareholders, equityholders, or other Contract relating to or affecting the ownership, voting, transfer or purchase of the Subject Company Shares, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of the Subject Company Shares are bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Laws or as set forth in the Governing Documents of the Company or any Company Shareholders Agreement). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company that the Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 5.1(b)(v) of the Business Combination Agreement, the Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company or have the right to acquire any Equity Securities of any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Shareholders Agreement, the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares that would adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.
(g) There is no Order or Law issued by any court of competent jurisdiction or other Governmental Entity, or other legal restraint or prohibition relating to the Shareholder or any of his, her or its Affiliates that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.
(h) The Shareholder, on her, his or its own behalf and on behalf of her, his or its Representatives, acknowledges, represents, warrants and agrees that (i) she, he or it and her, his or its Representatives have conducted their own independent review and analysis of, and, based thereon, have formed an independent judgment concerning, the business, assets, condition, operations and prospects of, CBRG and the Transactions and (ii) she, he or it and her, his or its Representatives have been furnished with or given access to such documents and information about CBRG and CBRG’s businesses and operations as she, he or it and her, his or its Representatives have deemed necessary to enable her, him or it to make informed decisions with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which she, he or it is or will be a party 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)hereby and thereby.
(di) The execution, delivery and performance by such Shareholder of In entering into this Agreement and the consummation other Ancillary Documents to which she, he or it is or will be a party, the Shareholder has relied solely on her, his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which she, he or it is or will be a party and no other representations or warranties of CBRG or the Company (including, for the avoidance of doubt, none of the transactions contemplated hereby do not (irepresentations or warranties of CBRG or the Company set forth in the Business Combination Agreement or any other Ancillary Document) conflict with or result in any violation other Person, either express or breach of any provision of any of implied, and the organizational documents Shareholder, on her, his or its own behalf and on behalf of such Shareholder’s Representatives, (ii) conflict with acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or the other action by any Person under any provision of any material agreement or other instrument Ancillary Documents to which such the Shareholder is or will be a party.
(e) Except for this Agreement, the Amended and Restated Registration Rights Agreementnone of CBRG, 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Shareholder Agreement (Alterola Biotech Inc.), Company Shareholder Transaction Support Agreement (Chain Bridge I)
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to the Company and each other Shareholder thatas follows:
(a) Such Shareholder is an entity duly organized has full legal right 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 capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution This Agreement has been duly executed and delivered by Shareholder and the execution, delivery and performance of this Agreement, the performance Agreement by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate necessary action on the part of Shareholder and no other actions or other company action proceedings on the part of such Shareholder. Such Shareholder has duly executed and delivered are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby.
(c) This Assuming due execution and delivery by Company, this Agreement constitutes the legal, valid and binding obligation agreement 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)terms.
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement by Shareholder does not, and the consummation of the transactions contemplated hereby do and the compliance with the provisions hereof will not (i) conflict require Shareholder to obtain the consent or approval of, or make any filing with or result in notification to, any violation governmental or breach regulatory authority, domestic or foreign, (b) require the consent or approval of any provision of other person pursuant to any of the organizational documents of such Shareholderagreement, obligation or instrument binding on Shareholder or its properties and assets, (iic) conflict with or result in violate any violation organizational document or breach law, rule, regulation, order, judgment or decree applicable to Shareholder or pursuant to which any of any provision of any Applicable Law its or its affiliates’ respective properties or assets are bound or (iiid) require violate any consent or other action by any Person under any provision of any material agreement or other instrument to which such Shareholder or any of its affiliates is a partyparty including, without limitation, any voting agreement, Shareholders agreement, irrevocable proxy or voting trust. The Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, shareholders agreement, irrevocable proxy or voting trust.
(e) Except for On the date hereof, the Owned Shares set forth on Attachment A hereto are owned of record or beneficially by Shareholder in the manner reflected thereon, include all of the shares of Purchaser Common Stock owned of record or beneficially by Shareholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof Shareholder has, and at the Purchaser Shareholder Meeting or any other shareholder meeting of the Purchaser in connection with the Merger Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by 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 sole voting power (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 or arrangements of any kind with any other party securities have voting power) and sole dispositive power with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition all of the Common Stock or any interest therein or Owned Shares, except as otherwise reflected on Attachment A.
(f) Shareholder understands and acknowledges that Company is entering into the voting Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)this Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (Hilltop Holdings Inc.), Voting and Support Agreement (Plainscapital Corp)
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to the Company and each other Shareholder thatPurchaser as follows:
(a) Such Shareholder is an entity duly organized has full legal right 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 capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution This Agreement has been duly executed and delivered by Shareholder and the execution, delivery and performance of this Agreement, the performance Agreement by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate necessary action on the part of Shareholder and no other actions or other company action proceedings on the part of such Shareholder. Such Shareholder has duly executed and delivered are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby.
(c) This Assuming due execution and delivery by Purchaser, this Agreement constitutes the legal, valid and binding obligation agreement 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)terms.
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement by Shareholder does not, and the consummation of the transactions contemplated hereby do and the compliance with the provisions hereof will not (i) conflict require Shareholder to obtain the consent or approval of, or make any filing with or result in notification to, any violation governmental or breach regulatory authority, domestic or foreign, (b) require the consent or approval of any provision of other person pursuant to any of the organizational documents of such Shareholderagreement, obligation or instrument binding on Shareholder or its properties and assets, (iic) conflict with or result in violate any violation organizational document or breach law, rule, regulation, order, judgment or decree applicable to Shareholder or pursuant to which any of any provision of any Applicable Law its or its affiliates’ respective properties or assets are bound or (iiid) require violate any consent or other action by any Person under any provision of any material agreement or other instrument to which such Shareholder or any of its affiliates is a partyparty including, without limitation, any voting agreement, Shareholders agreement, irrevocable proxy or voting trust. The Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, shareholders agreement, irrevocable proxy or voting trust.
(e) Except for On the date hereof, the Owned Shares set forth on Attachment A hereto are owned of record or beneficially by Shareholder in the manner reflected thereon, include all of the shares of Company Common Stock owned of record or beneficially by Shareholder and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof Shareholder has, and at the Company Shareholder Meeting or any other shareholder meeting of the Company in connection with the Merger Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by 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 sole voting power (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 or arrangements of any kind with any other party securities have voting power) and sole dispositive power with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition all of the Common Stock or any interest therein or Owned Shares, except as otherwise reflected on Attachment A.
(f) Shareholder understands and acknowledges that each of Purchaser and Merger Sub is entering into the voting Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)this Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (Hilltop Holdings Inc.), Voting and Support Agreement (Plainscapital Corp)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to ARYA and the Company and each other Shareholder thatas follows:
(a) Such If the Shareholder is not an individual, the Shareholder is a corporation, limited liability company, limited partnership or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) If the Shareholder is not an individual, the Shareholder has all the requisite corporate, limited liability company, limited partnership or other similar power and authority and, if the Shareholder is an individual, the Shareholder has the legal capacity, to execute and deliver this Agreement, to perform his, her or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by ARYA and the Company), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 his, her or 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 otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by general equitable principles the Shareholder, the performance by the Shareholder of any of his, her or its covenants, agreements or obligations under this Agreement (whether enforcement 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 or the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder is sought by proceedings not an individual, result in equity any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or at lawbreach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any shareholders, equityholders, or other Contract relating to or affecting the ownership, voting, transfer or purchase of the Subject Company Shares, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of the Subject Company Shares are bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Laws or as set forth in the Governing Documents of the Company or any Company Shareholders Agreement). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company that the Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 5.1(b)(v) of the Business Combination Agreement, the Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company or have the right to acquire any Equity Securities of any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Shareholders Agreement, the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares that would adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.
(g) There is no Order or Law issued by any court of competent jurisdiction or other Governmental Entity, or other legal restraint or prohibition relating to the Shareholder or any of his, her or its Affiliates that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.
(h) The Shareholder, on her, his or its own behalf and on behalf of her, his or its Representatives, acknowledges, represents, warrants and agrees that (i) she, he or it and her, his or its Representatives have conducted their own independent review and analysis of, and, based thereon, have formed an independent judgment concerning, the business, assets, condition, operations and prospects of, XXXX and the Transactions and (ii) she, he or it and her, his or its Representatives have been furnished with or given access to such documents and information about XXXX and XXXX’s businesses and operations as she, he or it and her, his or its Representatives have deemed necessary to enable her, him or it to make informed decisions with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which she, he or it is or will be a party 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)hereby and thereby.
(di) The execution, delivery and performance by such Shareholder of In entering into this Agreement and the consummation other Ancillary Documents to which she, he or it is or will be a party, the Shareholder has relied solely on her, his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which she, he or it is or will be a party and no other representations or warranties of ARYA or the Company (including, for the avoidance of doubt, none of the transactions contemplated hereby do not (irepresentations or warranties of ARYA or the Company set forth in the Business Combination Agreement or any other Ancillary Document) conflict with or result in any violation other Person, either express or breach of any provision of any of implied, and the organizational documents Shareholder, on her, his or its own behalf and on behalf of such Shareholder’s Representatives, (ii) conflict with acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or the other action by any Person under any provision of any material agreement or other instrument Ancillary Documents to which such the Shareholder is or will be a party.
(e) Except for this Agreement, the Amended and Restated Registration Rights Agreementnone of ARYA, 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 2 contracts
Samples: Company Shareholder Transaction Support Agreement (Adagio Medical Holdings, Inc.), Company Shareholder Transaction Support Agreement (ARYA Sciences Acquisition Corp IV)
Shareholder Representations and Warranties. Each Shareholder represents and warrants to the Company Parent and each other Shareholder thatAcquisition Sub, severally but not jointly, as follows:
(a) Such Shareholder (i) is an entity duly organized the sole owner of, and validly existing has, and in at the time of the Shareholder Meeting will have, good standing title to, such Shareholder’s Subject Shares, free and clear of any and all Encumbrances except for Encumbrances arising (A) hereunder or (B) from any restrictions on transfer imposed by applicable federal or state securities laws; (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the equivalent thereofSubject Shares and shares underlying the Restricted Share Units or the Company Options or Warrants; and (iii) has the sole right to vote and dispose of, and holds sole power to issue instructions with respect to, the matters set forth in this Agreement with no material limitations, qualifications or other restrictions on such rights, subject to applicable federal or state securities laws and the terms of this Agreement. As of the date hereof, such Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the laws Exchange Act) of the jurisdiction Subject Shares set forth opposite such Shareholder’s name on Schedule A hereto, and does not own any other shares of organization and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate capital stock of the transactions contemplated herebyCompany.
(b) The execution This Agreement has been duly and delivery of this Agreement, the performance validly executed and delivered 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 and, assuming this Agreement.
(c) This Agreement constitutes the a valid and binding obligation of each of Parent and Acquisition Sub, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms except as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by to 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)principles.
(dc) The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with with, or result in any violation the breach or breach termination of any provision of any of the organizational documents of such Shareholder, or constitute a default (ii) conflict with or result in any violation without the giving of notice or breach the lapse of any provision of any Applicable Law time or (iiiboth) require any consent or other action by any Person under any provision of any material agreement note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation of any kind to which such Shareholder is a partyparty or by which the Subject Shares are bound; or (ii) violate, or require any consent, approval, or notice under any provision of any judgment, order or decree or other Legal Requirement applicable to such Shareholder or any of the Subject Shares.
(d) The execution and delivery of this Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, other than the filings of any reports (or amendments thereto) with the SEC.
(e) Except for Such Shareholder understands and acknowledges that each of the parties to the Merger Agreement are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement, the Amended and Restated Registration Rights Agreement, dated as of November 29, 2017, Agreement by and among the Company, Holdings and certain other parties, such Shareholder and the Margin Loan Agreementrepresentations, dated as warranties and covenants of August 22, 2018, among Holdings, such Shareholder contained herein. Such Shareholder understands and acknowledges that the lenders party thereto and Barclays Bank plc (as administrative agent and calculation agent) Merger Agreement governs the terms of the Merger and the accompanying Pledge and Security Agreement, to the extent applicable, such Shareholder is not bound by any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)transactions contemplated thereby.
Appears in 2 contracts
Samples: Support Agreement (Nightingale Onshore Holdings L.P.), Support Agreement (Revlon Inc /De/)
Shareholder Representations and Warranties. Each Shareholder of the Shareholders, severally and not jointly, represents and warrants to Parent and the Company and each other Shareholder thatas follows:
(a) Such If such Shareholder is an entity a natural person, he or she is legally competent to execute and deliver this Agreement. If such Shareholder is not a natural person, it is duly organized and organized, validly existing and in good standing (or the equivalent thereof) under the laws 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 herebyincorporation or organization.
(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 hereby are within such Shareholder’s power and have been duly authorized by or in respect of, or filing with, any Governmental Authority (other than all necessary actions on the filing part of any required reports with the SEC)such Shareholder.
(dc) The executionexecution and delivery of this Agreement by such Shareholder does not, delivery and the performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not his, her or its obligations hereunder will not, (i) conflict with or result in violate any violation or breach of any provision of any of the organizational documents of Law applicable to such Shareholder, (ii) result in the creation of any Lien on any of its Subject Company Stock (other than under this Agreement, the Merger Agreement or the Ancillary Agreements), (iii) if applicable, conflict with or result in any a breach or violation of or breach of any provision of any Applicable Law constitute a default under its organizational documents, or (iiiiv) require any consent consent, authorization or other action by approval of, declaration, filing or registration with, or notice to, any Person under any provision Person, in each case that has not been given or made as of any material agreement or other instrument to which the date hereof.
(d) There are no Actions pending against such Shareholder is a partyor, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the case of threatened Actions, 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 Agreement.
(e) Except for This Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable against him, her or it in accordance with the terms hereof (except as enforceability may be limited by applicable bankruptcy Laws, other applicable, similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(f) Such Shareholder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of his, her or its obligations hereunder.
(g) Such Shareholder is the exclusive record and beneficial owner of, and has good and valid title to, all of the Shares set forth opposite such Shareholder’s name on Schedule A hereto, and there exist no Liens, pledge, proxy, security interest, option, right of first refusal, adverse claim of ownership or any other limitations or restrictions (including, without limitation, any restriction on the right to vote, sell or otherwise dispose of such Shares), other than pursuant to (i) this Agreement, (ii) the Amended Company Organizational Documents, (iii) the Merger Agreement or the Ancillary Agreements and Restated Registration Rights (iv) any applicable securities Laws, and as of the date of this Agreement, dated such Shareholder has the sole power (as of November 29, 2017, by and among the Company, Holdings and certain other partiescurrently in effect) to vote, and the Margin Loan Agreementright, dated as of August 22power and authority to sell, 2018, among Holdings, the lenders party thereto transfer and Barclays Bank plc (as administrative agent and calculation agent) and the accompanying Pledge and Security Agreement, to the extent applicabledeliver, such Shares, and such Shareholder is does not bound by own, directly or indirectly, any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)Shares.
Appears in 1 contract
Samples: Shareholder Support Agreement (Breeze Holdings Acquisition Corp.)
Shareholder Representations and Warranties. Each Shareholder represents and warrants warrants, as of the date hereof, solely with respect to himself, herself or itself, and not on behalf of any other Shareholder, to the Company and each other Shareholder thatACT as follows:
(a) Such The Shareholder (if not an individual) is an a corporation, limited liability company or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder (if not an individual) has all the requisite corporate, limited liability company or other similar power and authority and, if the Shareholder is an individual, legal capacity to execute and deliver this Agreement, to perform his, her or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate or other company action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by the other parties hereto), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 his, her or 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 (i) any filings with the SEC related to his, her or its ownership of Equity Securities of ACT or the transactions contemplated by general equitable principles the Business Combination Agreement, this Agreement or any other Ancillary Documents to which he, she or it is a party, or (whether enforcement ii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of his, her or its covenants, agreements or obligations under this Agreement or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder is sought not an individual, result in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of his, her or its properties or assets are bound or (iv) other than the restrictions contemplated by proceedings this Agreement, the Business Combination Agreement or any other Ancillary Document to which such Shareholder is or will be a party, result in equity the creation of any Lien upon the Subject Securities (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or at law)otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is, as of the date hereof, the record and beneficial owner of the Subject Securities as set forth on Exhibit A hereto. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Securities set forth on Exhibit A hereto as of the date hereof. Except for this Agreement, the Business Combination Agreement, the other Ancillary Documents to which he, she or it is or will be a party, the Affected Agreements and the Governing Documents of ACT, the Shareholder is not party to or bound by (i) any option, warrant, purchase right or other Contract that would reasonably be expected (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) to require the Shareholder to Transfer any of the Subject Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Securities, in the case of either clause (i) or (ii), that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.
(g) The Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the Transactions as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to 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)Transactions.
(dh) 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 In entering into this Agreement, the Amended Shareholder has relied solely on his, her or its own investigation and Restated Registration Rights Agreement, dated as of November 29, 2017, by and among the Company, Holdings and certain other parties, analysis and the Margin Loan Agreementrepresentations and warranties expressly set forth herein and no other representations or warranties of ACT, 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Person, either express or implied, and the Shareholder), on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, none of ACT, the Company or any other Person makes or has made any representation or warranty, either express or implied, to the Shareholder in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Sponsor Letter Agreement (ArcLight Clean Transition Corp. II)
Shareholder Representations and Warranties. Each Shareholder Shareholder, severally and not jointly, represents and warrants to the Company and each other Shareholder and acknowledges that the Company and each other Shareholder is relying on these representations and warranties in connection with entering into this Agreement, that:
(a) Such if the Shareholder is an entity entity, it is duly incorporated or organized and validly existing and in good standing (or the equivalent thereof) subsisting under the laws of the its jurisdiction of incorporation or organization and has all requisite power necessary approvals by its directors, shareholders and authority others have been obtained to execute authorize its execution of this Agreement and deliver this Agreement, to perform the performance of its obligations hereunder and to consummate the transactions contemplated hereby.hereunder;
(b) The execution and delivery the entering into of this Agreement, the performance by such Shareholder of its obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate do not result in the violation of any of the terms and provisions of (i) any applicable law or any judgment, decree, sanction or order of any court, stock exchange or other company action administrative agency applicable to the Shareholder; (i) if applicable, the constating documents of such Shareholder. Such the Shareholder has duly executed and delivered this Agreement.or; (iii) any agreement, written or oral, to which the Shareholder may be a party or by which the Shareholder is or may be bound;
(c) This this Agreement constitutes has been duly authorized, signed and delivered by it, and (assuming due signature and delivery by the other parties) is a legal, valid and binding obligation of such Shareholder, it enforceable against such Shareholder it in accordance with its terms terms, except as enforceability that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar laws affecting the enforcement rights of creditors’ rights creditors generally and by general except that equitable principles remedies may be granted only in the discretion of a court of competent jurisdiction; and
(whether enforcement is sought by proceedings in equity or at law). The execution, delivery and performance d) immediately following the execution of this Agreement and the consummation completion of the transactions contemplated herebyOffering, require no action by the Shareholder is the legal owner and the beneficial owner (or in respect ofthe case of a Related Shareholder, either the Shareholder or filing with, any Governmental Authority (other than the filing Principal(s) of any required reports with such Related Shareholder are the SEC).
(dbeneficial owners) 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 number of any provision of any Shares, and other securities of the organizational documents of such Company convertible, exchangeable or exercisable for Shares, set out opposite the Shareholder, (ii) conflict with or result ’s name 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder).Schedule A.
Appears in 1 contract
Samples: Shareholder Agreement
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company and each other Shareholder thatAJAX as follows:
(a) Such If the Shareholder is an entity, the Shareholder is a corporation, limited liability company or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder has all the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement, to perform his, her or its obligations hereunder 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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by each other Party), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 his, her or its obligations under this 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 otherwise comply with, any of his, her or its obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of his, her or its obligations under this Agreement or the consummation by the Shareholder of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) to the extent Shareholder is an entity, result in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of his, her or its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) through (iv) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its obligations under this Agreement in any material respect.
(e) The Shareholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law and general equitable principles (whether enforcement is sought by proceedings in equity or at lawrestrictions under the Company’s Governing Documents). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company that the Shareholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to or acquired in accordance with Section 5.1(b)(v) of the Business Combination Agreement or otherwise in connection with the transactions contemplated by the Business Combination Agreement (including in connection with the exercise of Vested Company Options pursuant to Sections 2.4(a), 2.4(b) or 2.4(c) of the Business Combination Agreement and Company Warrants pursuant to Section 2.4(d) of the Business Combination Agreement), the Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company or have the right to acquire any Equity Securities of any Group Company. Except as previously disclosed in writing to the Company, AJAX and/or Listco, the Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the other Ancillary Documents, the Business Combination Agreement, the Company’s Governing Documents and the Company Shareholders Agreement, the Shareholder is not party to or bound by (i) any option, warrant, purchase right or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares.
(f) As of the date of this Agreement, there is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its obligations under this Agreement in any material respect.
(g) The Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, his, her or its participation in the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Documents and (ii) he, she or it has been furnished with or given access to such documents and information about the AJAX Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents 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)hereby and thereby.
(dh) The execution, delivery and performance by such Shareholder of In entering into this Agreement and the consummation other Ancillary Documents to which he, she or it is or will be a party, the Shareholder has relied solely on the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of any AJAX Party (including, for the avoidance of doubt, none of the representations or warranties of any AJAX Party set forth in the Business Combination Agreement or any Ancillary Document to which he, she or it is not a party), either express or implied, and the Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which he, she or it is or will be a party, none of the AJAX Parties or any Representative of any AJAX Party makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or 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 partythereby.
(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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder).
Appears in 1 contract
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company Pathfinder and each other Shareholder thatPathfinder Sponsor as follows:
(a) Such If the Shareholder is not an individual, the Shareholder is a corporation, limited liability company, limited partnership or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) If the Shareholder is not an individual, the Shareholder has all the requisite corporate, limited liability company, limited partnership or other similar power and authority and, if the Shareholder is an individual, the Shareholder has the legal capacity to execute and deliver this Agreement, to perform her, his or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate (or other company other) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Pathfinder), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and by subject to 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 SECequity).
(dc) The execution, None of the execution or delivery and performance by such Shareholder of this Agreement by the Shareholder, the performance by the Shareholder of any of her, his or 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 do not or the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or if the Shareholder is not an individual, result in any violation or breach of any provision of the Shareholder’s Governing Documents, if any, or any shareholders, equityholders or other Contract relating to or affecting the ownership, voting, transfer or purchase of the organizational documents of such ShareholderSubject Securities (collectively, the “Company Equityholder Agreements”), (ii) conflict with violate, or result in constitute a breach under, any violation Order or breach applicable Law to which the Shareholder or any of any provision of any Applicable Law her, his or its properties or assets are bound or (iii) require result in the creation of any Lien upon the Subject Securities, except, in the case of clause (ii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.
(d) The Shareholder is the record and beneficial owner of the Subject Securities and has valid, good and marketable title to the Subject Securities, free and clear of all Liens (other than transfer restrictions under applicable Securities Laws or as set forth in the Governing Documents of the Company, any Company Shareholders Agreement or the Shareholder Rights Agreement). Except for the Subject Securities set forth on Schedule A, together with any other Equity Securities of the Company that the Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 4.1(b) of the Business Combination Agreement, the Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company or have the right to acquire any Equity Securities of any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Securities and, except for this Agreement, the Business Combination Agreement, any Company Shareholders Agreements and the Shareholder Rights Agreement, as applicable, the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other action by any Person under any provision Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any material agreement conditions precedent)) require the Shareholder to Transfer any of the Subject Securities or (ii) any voting trust, proxy or other instrument Contract with respect to which such Shareholder is a partythe voting or Transfer of any of the Subject Securities.
(e) Except for As of the date of 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 Agreementthere is no Proceeding pending or, to the extent applicableShareholder’s knowledge, such threatened against or involving the Shareholder is not bound by or any other of her, his or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of her his or its covenants, agreements or arrangements obligations under this Agreement in any material respect and the Company to perform, or otherwise comply with, any of any kind with any other party with respect to the Common Stockits covenants, including agreements or arrangements with respect to obligations under the acquisition or disposition of the Common Stock or Business Combination Agreement in any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)material respect.
Appears in 1 contract
Samples: Company Shareholder Transaction Support Agreement (Pathfinder Acquisition Corp)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company Parent and each other Shareholder thatAcquisition Sub as follows:
(a) Such The Shareholder (i) is the sole owner of, and has, and at the time of the Shareholder Meeting will have, good title to, the Shareholder’s Subject Shares, free and clear of any and all Encumbrances except for Encumbrances (A) arising hereunder, (B) any restrictions on transfer imposed by applicable federal or state securities laws or (C) set forth on Schedule 1.7(a) hereto; (ii) does not own, of record or beneficially, any shares of capital stock of the Company (or rights to acquire any such shares) other than the Subject Shares and shares underlying the Restricted Share Units or the Company Options or Warrants; and (iii) has the sole right to vote and dispose of, and holds sole power to issue instructions with respect to, the matters set forth in this Agreement with no material limitations, qualifications or other restrictions on such rights, subject to applicable federal or state securities laws and the terms of this Agreement. As of the date hereof, the Shareholder is an entity duly organized and validly existing and in good standing the beneficial owner (or within the equivalent thereof) meaning of Rule 13d-3 under the laws Exchange Act) of the jurisdiction Subject Shares set forth opposite the Shareholder’s name on Schedule A hereto, and does not own any other shares of organization and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate capital stock of the transactions contemplated herebyCompany.
(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 This Agreement has been duly authorized by all requisite corporate or other company action of such Shareholder. Such Shareholder has duly and validly executed and delivered by the Shareholder and, assuming this Agreement.
(c) This Agreement constitutes the a valid and binding obligation of each of Parent and Acquisition Sub, constitutes a legal, valid and binding obligation agreement of such Shareholder, the Shareholder enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by to 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)principles.
(dc) The execution, delivery and performance by such the Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with with, or result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) under any violation note, bond, mortgage, indenture, contract, agreement, lease, license, permit or breach other instrument or obligation of any provision of any of kind to which the organizational documents of such Shareholder, Shareholder is a party or by which the Subject Shares are bound; or (ii) conflict with violate, or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent consent, approval, or other action by any Person notice under any provision of any material agreement judgment, order or decree or other instrument Legal Requirement applicable to which such the Shareholder is a partyor any of the Subject Shares.
(d) The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require the Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, other than the filings of any reports (or amendments thereto) with the SEC.
(e) Except for The Shareholder understands and acknowledges that each of the parties to the Merger Agreement are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement, Agreement by the Amended and Restated Registration Rights Agreement, dated as of November 29, 2017, by and among the Company, Holdings and certain other parties, Shareholder and the Margin Loan Agreementrepresentations, dated as warranties and covenants of August 22, 2018, among Holdings, the lenders party thereto Shareholder contained herein. The Shareholder understands and Barclays Bank plc (as administrative agent and calculation agent) acknowledges that the Merger Agreement governs the terms of the Merger and the accompanying Pledge and Security Agreement, to the extent applicable, such Shareholder is not bound by any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)transactions contemplated thereby.
Appears in 1 contract
Samples: Support Agreement (Revlon Inc /De/)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to Topco, the Company and each SEAC (solely with respect to the Shareholder and not with respect to any other Shareholder shareholder of Topco, the Company and SEAC) that:
(a) Such (i) if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if the Shareholder is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 transactions contemplated by this Agreement by such Shareholder have been duly and validly authorized by all necessary action on the part of such Shareholder; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated herebyby this Agreement by such Shareholder will not, require no action by directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in respect a violation of, if the Shareholder is an entity, the organizational documents of the Shareholder or filing withsuch Shareholder’s Affiliates; and (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Subject Securities.
(b) The Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and (y) is subject to general principles of equity), and the Shareholder is the sole legal and beneficial owner of, and has good and valid title, to, all of the Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Subject Securities), other than pursuant to the articles of incorporation of Topco or the Company (as applicable) from time to time or any restrictions on transfer arising under applicable securities Laws. The Shareholder has the sole right to vote the Subject Securities, and, none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement other than pursuant to the articles of incorporation of Topco or the Company (as applicable) from time to time, or any restrictions on transfer arising under applicable securities Laws. The Current Shares are the only equity securities of Topco owned legally or beneficially by such Shareholder on the date hereof, and except as set forth on Schedule A hereto, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any Governmental Authority other equity securities of Topco or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
(other than c) The Shareholder has received a copy of the filing BCA, the Registration Rights Agreement and the Lock-Up Agreement substantially in the form of any required reports with which (subject to the SEC)terms and conditions hereof) such Shareholder shall become a party to the Registration Rights Agreement in such Shareholder’s capacity as a Holder (as such term is defined therein) and the Lock-Up Agreement in such Shareholder’s capacity as a Securityholder (as such term is defined therein) at the Closing, as applicable, and have the rights, and be subject to the obligations set forth therein.
(d) The execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby do not (i) conflict except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with or result respect to the matters set forth herein, in any violation or breach of any provision of any of each case, with respect to the organizational documents of such ShareholderSubject Securities, (ii) conflict has not entered into any voting agreement or voting trust with or result in respect to any violation or breach of any provision of any Applicable Law or the Subject Securities that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) require has not granted a proxy or power of attorney with respect to any consent or other action by of the Subject Securities that is inconsistent with the Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any Person under any provision of any material agreement or other instrument undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to which such Shareholder is a partythis Agreement.
(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 AgreementThere is no Proceeding pending or, to the extent applicableShareholder’s knowledge, such threatened against the Shareholder is not bound by that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any other of its covenants, agreements or arrangements of obligations under this Agreement in any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)material respect.
Appears in 1 contract
Samples: Transaction Support Agreement (Sports Entertainment Acquisition Corp.)
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to the Company and each other Shareholder thatBancorp as follows:
(a) Such Shareholder is an entity duly organized has full legal right 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 capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution This Agreement has been duly executed and delivered by Shareholder and the execution, delivery and performance of this Agreement, the performance Agreement by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate necessary action on the part of Shareholder and no other actions or other company action proceedings on the part of such Shareholder. Such Shareholder has duly executed and delivered are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby.
(c) This Assuming due execution and delivery by Bancorp, this Agreement constitutes the legal, valid and binding obligation agreement 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)terms.
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement by Shareholder does not, and the consummation of the transactions contemplated hereby do and the compliance with the provisions hereof will not (i) conflict require Shareholder to obtain the consent or approval of, or make any filing with or result in notification to, any violation governmental or breach of any provision of any of the organizational documents of such Shareholderregulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Shareholder or its properties and assets, (iii) conflict with or result in violate any violation organizational document or breach law, rule, regulation, order, judgment or decree applicable to Shareholder or pursuant to which any of any provision of any Applicable Law its or its affiliates’ respective properties or assets are bound or (iiiiv) require violate any consent or other action by any Person under any provision of any material agreement or other instrument to which such Shareholder or any of its affiliates is a partyparty including, without limitation, any voting agreement, shareholders agreement, irrevocable proxy or voting trust. The Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, shareholders agreement, irrevocable proxy or voting trust.
(e) Except for On the date hereof, the Owned Shares set forth on Attachment A hereto are owned of record or beneficially by Shareholder in the manner reflected thereon, include all of the shares of SCVE Common Stock and SCVE Preferred Stock owned of record or beneficially by Shareholder, and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof Shareholder has, and at the SCVE Shareholder Meeting or any other shareholder meeting of SCVE in connection with the Consolidation Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by 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 sole voting power (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 or arrangements of any kind with any other party securities have voting power) and sole dispositive power with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition all of the Common Stock or any interest therein or Owned Shares, except as otherwise reflected on Attachment A.
(f) Shareholder understands and acknowledges that each of Bancorp, BOS and SCVE is entering into the voting Consolidation Agreement in reliance upon Shareholder’s execution, delivery and performance of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)this Agreement.
Appears in 1 contract
Shareholder Representations and Warranties. Each Shareholder hereby represents and warrants to the Company and each other Shareholder thatWilshire as follows:
(a) Such Shareholder is an entity duly organized has full legal right 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 capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby.
(b) The execution This Agreement has been duly executed and delivered by Shareholder and the execution, delivery and performance of this Agreement, the performance Agreement by such Shareholder of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate necessary action on the part of Shareholder and no other actions or other company action proceedings on the part of such Shareholder. Such Shareholder has duly executed and delivered are necessary to authorize this AgreementAgreement or to consummate the transactions contemplated hereby.
(c) This Assuming due execution and delivery by Wilshire, this Agreement constitutes the legal, valid and binding obligation agreement 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)terms.
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement by Shareholder does not, and the consummation of the transactions contemplated hereby do and the compliance with the provisions hereof will not (i) conflict require Shareholder to obtain the consent or approval of, or make any filing with or result in notification to, any violation governmental or breach of any provision of any of the organizational documents of such Shareholderregulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on Shareholder or its properties and assets, (iii) conflict with or result in violate any violation organizational document or breach law, rule, regulation, order, judgment or decree applicable to Shareholder or pursuant to which any of any provision of any Applicable Law its or its affiliates’ respective properties or assets are bound or (iiiiv) require violate any consent or other action by any Person under any provision of any material agreement or other instrument to which such Shareholder or any of its affiliates is a partyparty including, without limitation, any voting agreement, shareholders agreement, irrevocable proxy or voting trust. The Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, shareholders agreement, irrevocable proxy or voting trust.
(e) Except for On the date hereof, the Owned Shares set forth on Attachment A hereto are owned of record or beneficially by Shareholder in the manner reflected thereon, include all of the shares of Saehan Common Stock owned of record or beneficially by Shareholder, and are free and clear of any proxy or voting restriction, claims, liens, encumbrances and security interests, except (if applicable) as set forth on Attachment A hereto, which encumbrances or other items do not affect in any respect the ability of Shareholder to perform Shareholder’s obligations hereunder. As of the date hereof Shareholder has, and at the Saehan Shareholder Meeting or any other shareholder meeting of Saehan in connection with the Merger Agreement and the transactions contemplated thereby, Shareholder (together with any such entity) will have (except as otherwise permitted by 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 sole voting power (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 or arrangements of any kind with any other party securities have voting power) and sole dispositive power with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition all of the Common Stock or any interest therein or Owned Shares, except as otherwise reflected on Attachment A.
(f) Shareholder understands and acknowledges that each of Wilshire and Saehan is entering into the voting Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)this Agreement.
Appears in 1 contract
Shareholder Representations and Warranties. Each Shareholder represents and warrants to Zalatoris (solely with respect to such Shareholder and not with respect to any other shareholder of the Company and each other Shareholder Company) that:
1.4.1 (ai) Such if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if such Shareholder is a natural person, such Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 by this Agreement by such Shareholder have been duly and validly authorized by all necessary action by or in respect of, or filing with, any Governmental Authority on the part of such Shareholder; (other than iii) 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 by this Agreement by such Shareholder will not, directly or indirectly (i) with or without notice or lapse of time), contravene, conflict with or result in any a violation or breach of any provision of any of of, if the Shareholder is an entity, the organizational documents of such Shareholder or such Shareholder’s Affiliates; (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Subject Securities and (iiv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in any a 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 partyLaw.
(e) Except for 1.4.2 Such Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Amended Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and Restated Registration Rights Agreement, dated as (y) is subject to general principles of November 29, 2017, by and among the Company, Holdings and certain other partiesequity), and the Margin Loan AgreementShareholder is the sole legal and beneficial owner of, dated as and has good and valid title, to, all of August 22the Subject Securities, 2018and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, among Holdingssell or otherwise dispose of the Subject Securities). Such Shareholder has the sole right to vote the Subject Securities, and none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement. The Current Shares are the only equity securities of the Company owned legally or beneficially by such Shareholder on the date hereof, the lenders Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other equity securities of the Company or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
1.4.3 Such Shareholder has received a copy of the BCA and the Ancillary Documents substantially in the form of which (subject to the terms and conditions hereof) such Shareholder shall become a party thereto and Barclays Bank plc to the Registration Rights Agreement in such Shareholder’s capacity as a Company Holder (as administrative agent such term is defined therein) and/or the Lock-Up Agreement in such Shareholder’s capacity as a Company Holder (as such term is defined therein) at the Closing, as applicable, and calculation agent) have the rights, and the accompanying Pledge and Security Agreement, be subject to the extent applicableobligations set forth therein.
1.4.4 Such Shareholder (i) has full voting power, such Shareholder is not bound by any other agreements or arrangements full power of any kind with any other party disposition and full power to issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Subject Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Subject Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Subject Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
1.4.5 Such Shareholder has relied upon its own tax, legal and financial advisers in connection with its decision to enter into this Agreement and is responsible for any tax liability arising as a result of the transactions contemplated herein.
1.4.6 There is no Action pending or, to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. No Consent of or with any Governmental Authority or any interest therein or Person on the voting part of the Common Stock (regardless of whether Shareholder is required to be obtained or not such agreements and arrangements are made in connection with the Company execution, delivery or any other Shareholder)performance by the Shareholder of this Agreement.
Appears in 1 contract
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to Acquiror, the Company and each Pubco (solely with respect to the Shareholder and not with respect to any other Shareholder shareholder of Acquiror, the Company and Pubco) that:
(a) Such (i) if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if the Shareholder is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 by this Agreement by such Shareholder have been duly and validly authorized by all necessary action by or in respect of, or filing with, any Governmental Authority on the part of such Shareholder; (other than iii) 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 by this Agreement by such Shareholder will not, directly or indirectly (i) with or without notice or lapse of time), contravene, conflict with or result in any a violation or breach of any provision of any of of, if the Shareholder is an entity, the organizational documents of the Shareholder or such Shareholder’s Affiliates; and (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Equity Securities.
(i) The Shareholder has duly and validly executed this Agreement, (ii) conflict this Agreement is a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or result in any violation other similar applicable Laws affecting or breach relating to enforcement of any provision creditors’ rights generally and (y) is subject to general principles of any Applicable Law or equity), (iii) require the Shareholder is the sole legal and beneficial owner of, and has good and valid title, to, all of the Equity Securities, and (iv) there exist no Liens or any consent other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Equity Securities), other than pursuant to the articles of incorporation of Acquiror from time to time, or any restrictions on transfer arising under applicable securities Laws. The Shareholder has the sole right to vote the Equity Securities, and, none of the Equity Securities are subject to any proxy, voting trust or other action by any Person under any provision of any material similar agreement or arrangement other instrument than pursuant to which the articles of incorporation of Acquiror from time to time, or any restrictions on transfer arising under applicable securities Laws. The Current Shares are the only equity securities of Acquiror owned legally or beneficially by such Shareholder is a partyon the date hereof, and except as set forth on Schedule A hereto, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other equity securities of Acquiror or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
(ec) Except for this AgreementThe Shareholder (i) has full voting power, the Amended full power of disposition 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, full power to the extent applicable, such Shareholder is not bound by any other agreements or arrangements of any kind with any other party issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Equity Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Equity Securities that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are Equity Securities that is inconsistent with the Company Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or any other Shareholder)undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Transaction Support Agreement (Cerberus Telecom Acquisition Corp.)
Shareholder Representations and Warranties. Each The Shareholder hereby represents and warrants the following to the Company and each other Shareholder thatGlobal:
(a) Such a. Shareholder is an entity duly organized has good 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 sufficient authority to execute enter into this Agreement on the terms and deliver this Agreement, to perform its obligations hereunder and to consummate conditions set forth herein;
b. neither the transactions contemplated hereby.
(b) The execution and nor delivery of this Agreement, the performance by such Shareholder of its obligations hereunder and Agreement nor the consummation of the transactions contemplated hereby have been duly authorized will conflict in any material respect with, or result in any material breach of, the terms, conditions, or provisions of or will constitute a material default under any instrument, agreement or contract to which the Shareholder is a party or by all requisite corporate which it is bound;
c. no consent, approval or other company action of such Shareholder. Such Shareholder has duly executed and delivered this Agreement.
(c) This Agreement constitutes authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with 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 by Shareholder and the consummation of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority (other than ;
d. Shareholder is not a “U.S. Person” as defined under Regulation S made under the filing 1933 Act;
e. Shareholder was outside the United States at the time of any required reports with the SEC).
(d) The execution, execution and delivery and performance by such Shareholder of this Agreement Agreement;
f. no offers to sell the Global Shares were made by any person to Shareholder while Shareholder was in the United States;
g. the Global Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States;
h. Shareholder acknowledges that the Global Shares have not been and will not be registered under the consummation 1933 Act and that the Global Shares are being issued to Shareholder in reliance on exemptions from such registration and that the Global Shares may not be offered or sold in the United States or to U.S. Persons without registration under the 1933 Act or compliance with requirements of an exemption from registration;
i. Shareholder agrees that all of the transactions contemplated hereby do not certificates representing the Global Shares shall be endorsed thereon with a legend to the following effect: “THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED ONLY (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of such ShareholderTO THE COMPANY, (ii) conflict OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT, (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER OR ASSIGNMENT, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.” And that Global will refuse to register any transfer of the Global Shares not made (i) in accordance with or result in any violation or breach of any provision of any Applicable Law Regulation S, (ii) pursuant to registration under the 1933 Act or (iii) require any consent or other action by any Person pursuant to an available exemption from registration under any provision the 1933 Act;
j. Shareholder is acquiring the Global Shares as principal for its own account for investment only, not for the benefit 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 partiesperson, 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, not with a view to the extent applicable, such Shareholder is not bound by resale or distribution of all or any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or Global Shares;
k. Shareholder has such knowledge and experience in financial and business affairs so as to be capable of evaluating the voting merits and risks of its investment in Global Shares and is able to bear the Common Stock (regardless economic risk of whether or not loss of such agreements and arrangements are investment; and
l. Shareholder has been provided with the Company or any other Shareholder)opportunity to ask questions and solicit information concerning the business and financial condition of Global, has utilized such access to its full satisfaction, and has received from Global all information that it has requested.
Appears in 1 contract
Samples: Share Exchange Agreement (Methes Energies International LTD)
Shareholder Representations and Warranties. Each Shareholder represents and warrants to Zalatoris II (solely with respect to such Shareholder and not with respect to any other shareholder of the Company and each other Shareholder Company) that:
1.4.1 (ai) Such if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if such Shareholder is a natural person, such Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 by this Agreement by such Shareholder have been duly and validly authorized by all necessary action by or in respect of, or filing with, any Governmental Authority on the part of such Shareholder; (other than iii) 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 by this Agreement by such Shareholder will not, directly or indirectly (i) with or without notice or lapse of time), contravene, conflict with or result in any a violation or breach of any provision of any of of, if the Shareholder is an entity, the organizational documents of such Shareholder or such Shareholder’s Affiliates; (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Subject Securities and (iiv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in any a 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 partyLaw.
(e) Except for 1.4.2 Such Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Amended Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and Restated Registration Rights Agreement, dated as (y) is subject to general principles of November 29, 2017, by and among the Company, Holdings and certain other partiesequity), and the Margin Loan AgreementShareholder is the sole legal and beneficial owner of, dated as and has good and valid title, to, all of August 22the Subject Securities, 2018and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, among Holdingssell or otherwise dispose of the Subject Securities). Such Shareholder has the sole right to vote the Subject Securities, and none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement. The Current Shares are the only equity securities of the Company owned legally or beneficially by such Shareholder on the date hereof, the lenders Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other equity securities of the Company or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
1.4.3 Such Shareholder has received a copy of the BCA and the Ancillary Documents substantially in the form of which (subject to the terms and conditions hereof) such Shareholder shall become a party thereto and Barclays Bank plc to the Registration Rights Agreement in such Shareholder’s capacity as a Company Holder (as administrative agent such term is defined therein) and/or the Lock-Up Agreement in such Shareholder’s capacity as a Company Holder (as such term is defined therein) at the Closing, as applicable, and calculation agent) have the rights, and the accompanying Pledge and Security Agreement, be subject to the extent applicableobligations set forth therein.
1.4.4 Such Shareholder (i) has full voting power, such Shareholder is not bound by any other agreements or arrangements full power of any kind with any other party disposition and full power to issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Subject Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Subject Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Subject Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
1.4.5 Such Shareholder has relied upon its own tax, legal and financial advisers in connection with its decision to enter into this Agreement and is responsible for any tax liability arising as a result of the transactions contemplated herein.
1.4.6 There is no Action pending or, to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. No Consent of or with any Governmental Authority or any interest therein or Person on the voting part of the Common Stock (regardless of whether Shareholder is required to be obtained or not such agreements and arrangements are made in connection with the Company execution, delivery or any other Shareholder)performance by the Shareholder of this Agreement.
Appears in 1 contract
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company and each other Shareholder thatParent as follows:
(a) Such The Shareholder is an a limited liability company, limited partnership or other applicable business entity duly organized and 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 the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder has all the requisite corporate, limited liability company, limited partnership or other similar power and authority 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 Merger Agreement), and to consummate the transactions contemplated hereby.
(b) hereby or thereby. 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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Parent), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other applicable Law affecting generally the enforcement of creditors’ rights generally and by subject to general equitable principles of equity).
(whether enforcement c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is sought by proceedings in equity or at law). The required on the part of the Shareholder with respect to the Shareholder’s execution, delivery and 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 Merger Agreement) or the consummation of the transactions contemplated hereby, require no action by except for any consents, approvals, authorizations, designations, declarations, waivers or in respect offilings, the absence of which would not adversely affect the ability of the Shareholder to perform, or filing otherwise comply with, any Governmental Authority (other than the filing of its covenants, agreements or obligations hereunder in any required reports with the SEC)material respect.
(d) The execution, None of the execution or delivery and performance by such Shareholder of this Agreement by the Shareholder, the performance by the Shareholder of any 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 Merger Agreement) or the consummation of the transactions contemplated hereby do not or thereby will, directly or indirectly (with or without due notice or lapse of time, or both) (i) conflict with or result in any violation or breach of any provision of any of the Shareholder’s organizational documents of such Shareholderand governing documents, (ii) conflict with or result in any a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions 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 Contract to which such the Shareholder is a party, (iii) violate, or constitute a breach under, any order or applicable Law to which the Shareholder or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Covered Company Shares, except, in the case of any of clause (ii) and clause (iii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is the record and beneficial owner of the Covered Company Shares and has valid, good and marketable title to the Covered Company Shares, free and clear of all Liens (other than transfer restrictions under applicable securities laws or the Company Stockholder Agreements or the restrictions contemplated by this Agreement). Except for the Covered Company Shares, the Shareholder does not own, beneficially or of record, any shares of capital stock of the Company. Except as otherwise expressly contemplated by the Company Organizational Documents or the Company Stockholder Agreements, the Shareholder does not have the right to acquire any shares of capital stock of the Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Covered Company Shares and, 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, Merger Agreement and the Margin Loan Agreement, dated as of August 22, 2018, among HoldingsCompany Stockholder Agreements, 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 party to or bound by (i) any option, warrant, purchase right, or other agreements Contract that would (either alone or arrangements in connection with one or more events, developments or events (including the satisfaction or waiver of any kind with conditions precedent)) require the Shareholder to Transfer or cause to be Transferred any of the Covered Company Shares or (ii) any voting trust, proxy or other party Contract with respect to the Common Stock, including agreements voting or arrangements with respect to the acquisition or disposition Transfer of any of the Common Stock Covered Company Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with Covered Company Shares. As used herein, the term “Company or any other Shareholder).Stockholder Agreements” means those Contracts set forth on Schedule C.
Appears in 1 contract
Shareholder Representations and Warranties. Each Shareholder represents and warrants warrants, as of the date hereof, solely with respect to himself, herself or itself, and not on behalf of any other Shareholder, to the Company and each other Shareholder thatSpree as follows:
(a) Such The Shareholder (if not an individual) is an a corporation, company, limited liability company or other applicable business entity duly organized and organized, incorporated 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 Laws of the its jurisdiction of formation, incorporated or organization and (as applicable).
(b) The Shareholder (if not an individual) has all the requisite corporate, limited liability company or other similar power and authority and, if the Shareholder is an individual, legal capacity to execute and deliver this Agreement, to perform his, her or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate or other company action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by the other parties hereto), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 his, her or 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 (i) any filings with the SEC related to his, her or its ownership of Equity Securities of Spree or the transactions contemplated by general equitable principles the Business Combination Agreement, this Agreement or any other Ancillary Documents to which he, she or it is a party, or (whether enforcement ii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of his, her or its covenants, agreements or obligations under this Agreement or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder is sought not an individual, result in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of his, her or its properties or assets are bound or (iv) other than the restrictions contemplated by proceedings this Agreement, the Business Combination Agreement or any other Ancillary Document to which such Shareholder is or will be a party, result in equity the creation of any Lien upon the Subject Securities (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or at law)otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is, as of the date hereof, the record and beneficial owner of the Subject Securities as set forth on Exhibit A hereto. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Securities set forth on Exhibit A hereto as of the date hereof. Except for this Agreement, the Business Combination Agreement, the other Ancillary Documents to which he, she or it is or will be a party, the Affected Agreements and the Governing Documents of Spree, the Shareholder is not party to or bound by (i) any option, warrant, purchase right or other Contract that would reasonably be expected (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) to require the Shareholder to Transfer any of the Subject Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Securities, in the case of either clause (i) or (ii), that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.
(g) The Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the Transactions as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to 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)Transactions.
(dh) 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 In entering into this Agreement, the Amended Shareholder has relied solely on his, her or its own investigation and Restated Registration Rights Agreement, dated as of November 29, 2017, by and among the Company, Holdings and certain other parties, analysis and the Margin Loan Agreementrepresentations and warranties expressly set forth herein and no other representations or warranties of Spree, 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Person, either express or implied, and the Shareholder), on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, none of Spree, the Company or any other Person makes or has made any representation or warranty, either express or implied, to the Shareholder in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Sponsor Letter Agreement (Spree Acquisition Corp. 1 LTD)
Shareholder Representations and Warranties. Each Shareholder represents and warrants to Acquiror, the Company and each Merger Sub (solely with respect to such Shareholder and not with respect to any other Shareholder shareholder of Acquiror, the Company and Merger Sub) that:
(a) Such (i) if the Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if the Shareholder is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 transactions contemplated by this Agreement by the Shareholder have been duly and validly authorized by all necessary action on the part of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Authority Shareholder; (other than iii) 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 by this Agreement by the Shareholder will not, directly or indirectly (i) with or without notice or lapse of time), contravene, conflict with or result in any a violation or breach of any provision of any of of, if the Shareholder is an entity, the organizational documents of such the Shareholder or the Shareholder’s Affiliates; and (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Equity Securities.
(i) The Shareholder has duly and validly executed this Agreement, (ii) conflict this Agreement is a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or result in any violation other similar applicable Laws affecting or breach relating to enforcement of any provision creditors’ rights generally and (y) is subject to general principles of any Applicable Law or equity), (iii) require the Shareholder is the sole legal and beneficial owner of, and has good and valid title, to, all of the Equity Securities, and (iv) there exist no Liens or any consent other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Equity Securities), other than pursuant to the articles of incorporation of Acquiror from time to time, or any restrictions on transfer arising under applicable securities Laws. The Shareholder has the sole right to vote the Equity Securities, and, none of the Equity Securities are subject to any proxy, voting trust or other action by any Person under any provision of any material similar agreement or arrangement other instrument than pursuant to which the articles of incorporation of Acquiror from time to time, or any restrictions on transfer arising under applicable securities Laws. The Current Shares are the only equity securities of Acquiror owned legally or beneficially by such Shareholder is a partyon the date hereof, and except for the Forward Purchase Commitment and the Backstop Commitment (each as defined in the Merger Agreement) and as set forth below, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other equity securities of Acquiror or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
(ec) Except for this AgreementThe Shareholder (i) has full voting power, the Amended full power of disposition 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, full power to the extent applicable, such Shareholder is not bound by any other agreements or arrangements of any kind with any other party issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Equity Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Equity Securities that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are Equity Securities that is inconsistent with the Company Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or any other Shareholder)undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
Appears in 1 contract
Samples: Transaction Support Agreement (Tiga Acquisition Corp.)
Shareholder Representations and Warranties. Each Shareholder represents and warrants to the Company and each other Shareholder thatCascadia as follows:
(a) Such If such Shareholder is an entity, such Shareholder is a corporation, limited liability company or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and has all (as applicable).
(b) Such Shareholder has, if such Shareholder is an entity, the requisite corporate, limited liability company or other similar power and authority authority, and if such Shareholder is a person, the capacity, right and authority, to execute and deliver this Agreement, to perform its such Shareholder’s 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.
(b) The . If such Shareholder is an entity, 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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by such Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such ShareholderShareholder (assuming that this Agreement is duly authorized, executed and delivered by Cascadia), enforceable against such Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of such Shareholder with respect to such Shareholder’s execution, delivery or performance of his, her or 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 such Shareholder to perform, or otherwise comply with, any of such Shareholder’s covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by general equitable principles such Shareholder, the performance by such Shareholder of any of such Shareholder’s covenants, agreements or obligations under this Agreement (whether enforcement 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 will, directly or indirectly (with or without due notice or lapse of time or both) (i) to the extent Shareholder is sought in an entity, result in any breach of any provision of such Shareholder’s governing documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which such Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which such Shareholder or any of such Shareholder’s properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company Securities, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of such Shareholder to perform, or otherwise comply with, any of such Shareholder’s covenants, agreements or obligations hereunder in any material respect.
(e) Such Shareholder is the record and beneficial owner of the Owned Securities and has valid, good and marketable title to the Owned Securities, free and clear of all Liens (other than transfer restrictions under applicable Securities Laws, the governing documents of the Company or under the Second Amended and Restated Investors’ Rights Agreement, dated as of February 11, 2022, by proceedings in equity or at lawand among the Company and certain shareholders party thereto). The Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company that such Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to or acquired in accordance with Section 5.1(b)(vi) of the Business Combination Agreement, such Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company or have the right to acquire any Equity Securities of any Group Company. Such Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Owned Securities and, except for this Agreement and the Business Combination Agreement, such Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require such Shareholder to Transfer any of the Subject Company Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Securities that would adversely affect the ability of such Shareholder to perform, or otherwise comply with, any of such Shareholder’s covenants, agreements or obligations hereunder in any material respect.
(f) There is no Proceeding pending or, to such Shareholder’s knowledge, threatened in writing against or involving such Shareholder or any of such Shareholder’s Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of such Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.
(g) Such Shareholder, on such Shareholder’s own behalf and on behalf of such Shareholder’s Representatives, acknowledges, represents, warrants and agrees that (i) such Shareholder has conducted such Shareholder’s own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Cascadia Parties and the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Documents to which such Shareholder is or will be a party and (ii) such Shareholder has been furnished with or given access to such documents and information about the Cascadia Parties, their respective businesses and operations, and the transactions contemplated by this Agreement, the Business Combination Agreement and the other Ancillary Documents to which such Shareholder is or will be a party as such Shareholder and such Shareholder’s Representatives have deemed necessary to enable such Shareholder to make an informed decision with respect to the execution, delivery and performance of this Agreement and or 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 Ancillary Documents to which such Shareholder is or will be a partyparty and the transactions contemplated hereby and thereby.
(eh) Except In entering into this Agreement and the other Ancillary Documents to which such Shareholder is or will be a party, such Shareholder has relied solely on such Shareholder’s own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which such Shareholder is or will be a party and no other representations or warranties of any Cascadia Party (including, for the avoidance of doubt, none of the representations or warranties of any Cascadia Party set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and such Shareholder, on such Shareholder’s own behalf and on behalf of such Shareholder’s Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which such Shareholder is or will be a party, none of the Cascadia Parties or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein Business Combination Agreement or the voting of other Ancillary Documents or the Common Stock (regardless of whether transactions contemplated hereby or not such agreements and arrangements are with the Company or any other Shareholder)thereby.
Appears in 1 contract
Samples: Transaction Support Agreement (Cascadia Acquisition Corp.)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to Pathfinder and the Company and each other Shareholder thatSponsor as follows:
(a) Such If the Shareholder is not an individual, the Shareholder is a corporation, limited liability company, limited partnership or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder (if not an individual) has all the requisite corporate, limited liability company, limited partnership or other similar power and authority and, if the Shareholder is an individual, legal capacity to execute and deliver this Agreement, to perform her, his or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate or other company action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Pathfinder), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 her, his or 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 or by general equitable principles the Business Combination Agreement, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder or the Company to perform, or otherwise comply with, any of their respective covenants, agreements or obligations hereunder in any material respect and the Company Parties, the Parent and Parent GP to perform, or otherwise comply with, any of their respective covenants, agreements or obligations under the Business Combination Agreement or any other Ancillary Document in any material respect.
(whether enforcement d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of her, his or 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 or the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Shareholder’s Governing Documents, if any, or any shareholders, equityholders or other Contract relating to or affecting the ownership, voting, transfer or purchase of the Subject Securities (including the Parent Shareholder Agreements) (collectively, the “Parent Equityholder Arrangements”) (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder is sought by proceedings a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of her, his or its properties or assets are bound or (iv) result in equity the creation of any Lien upon the Subject Securities, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Shareholder to perform, or at lawotherwise comply with, any of her, his or its covenants, agreements or obligations hereunder in any material respect and the Company Parties to perform, or otherwise comply with, any of their respective covenants, agreements or obligations under the Business Combination Agreement in any material respect.
(e) The Shareholder is the record and beneficial owner of the Subject Parent Securities set forth on Schedule A as of the date hereof and has valid, good and marketable title to such Subject Parent Securities as of the date hereof, free and clear of all Liens (other than transfer restrictions under applicable Securities Laws or as set forth in the Governing Documents of Parent). Except for the Subject Parent Units set forth on Schedule A and Subject Company Securities to be distributed to the Shareholder in connection with the Pre-Closing Reorganization, the Shareholder does not own, beneficially or of record, any Equity Securities of the Parent or any Group Company or have the right to acquire any Equity Securities of the Parent (other than pursuant to the preemptive rights to purchase Equity Securities of the Parent under certain circumstances on the terms and subject to the conditions set forth in the Third Amended and Restated Limited Partnership Agreement of Parent dated as of February 24, 2020 (the “Parent LPA”)) or any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Securities and, except for this Agreement, the Business Combination Agreement, the Parent LPA and the Shareholder Rights Agreement, as applicable, the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that could (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of the Subject Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Securities.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of her, his or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect and the Company Parties to perform, or otherwise comply with, any of their respective covenants, agreements or obligations under the Business Combination Agreement in any material respect.
(g) The Shareholder, on her, his or its own behalf and on behalf of her, his or its Representatives, acknowledges, represents, warrants and agrees that (i) she, he or it and her, his or its Representatives have conducted their own independent review and analysis of, and, based thereon, have formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the Transactions and (ii) she, he or it and her, his or its Representatives have been furnished with or given access to such documents and information about Pathfinder and Pathfinder’s businesses and operations as she, he or it and her, his or its Representatives have deemed necessary to enable her, him or it to make informed decisions with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which she, he or it is or will be a party 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)hereby and thereby.
(dh) The execution, delivery and performance by such Shareholder of In entering into this Agreement and the consummation other Ancillary Documents to which she, he or it is or will be a party, the Shareholder has relied solely on her, his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which she, he or it is or will be a party and no other representations or warranties of Pathfinder (including, for the avoidance of doubt, none of the representations or warranties of Pathfinder set forth in the Business Combination Agreement or any other Ancillary Document) or any other Person, either express or implied, and the Shareholder, on her, his or its own behalf and on behalf of such Shareholder’s Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which the Shareholder is or will be a party, none of Pathfinder or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or 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 partythereby.
(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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder).
Appears in 1 contract
Samples: Company Shareholder Transaction Support Agreement (Pathfinder Acquisition Corp)
Shareholder Representations and Warranties. Each Shareholder represents and warrants warrants, as of the date hereof, solely with respect to himself, herself or itself, and not on behalf of any other Shareholder, to the Company and each other Shareholder thatMAAC as follows:
(a) Such If the Shareholder is not an individual, the Shareholder is a corporation, limited liability company or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder (if not an individual) has all the requisite corporate, limited liability company or other similar power and authority and, if the Shareholder is an individual, legal capacity to execute and deliver this Agreement, to perform his, her or 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.
(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 Agreement has been duly authorized by all requisite necessary corporate or other company action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by the other parties hereto), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 his, her or 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 (A) compliance with and filings under the HSR Act, if applicable, or under any applicable Foreign and Domestic Approval Laws, (B) any filings with the SEC related to his, her or its ownership of Equity Securities of MAAC or Company Post-Closing Common Shares or the transactions contemplated by general equitable principles the Business Combination Agreement, this Agreement or any other Ancillary Documents to which he, she or it is a party, or (whether enforcement C) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of his, her or 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 will, directly or indirectly (with or without due notice or lapse of time or both) (i) if the Shareholder is sought not an individual, result in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of his, her or its properties or assets are bound or (iv) other than the restrictions contemplated by proceedings this Agreement, the Business Combination Agreement or any other Ancillary Document, result in equity the creation of any Lien upon the Subject Company Securities (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or at law)otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is, as of the date hereof, the record and beneficial owner of the Subject Company Securities as set forth on Exhibit A hereto. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Securities set forth on Exhibit A hereto as of the date hereof. Except for this Agreement, the Business Combination Agreement, the other Ancillary Documents to which he, she or it is or will be a party, the Affected Agreements and the Governing Documents of MAAC, the Shareholder is not party to or bound by (i) any option, warrant, purchase right or other Contract that would reasonably be expected (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) to require the Shareholder to Transfer any of the Subject Company Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Securities, in the case of either clause (i) or (ii), that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations hereunder in any material respect.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.
(g) The Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the transactions contemplated by this Agreement, the Business Combination Agreement and the other applicable Ancillary Documents to which he, she or it is or will be a party as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which he, she or it is or will be a party 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)hereby and thereby.
(dh) The execution, delivery and performance by such Shareholder of In entering into 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 Ancillary Documents to which such Shareholder he, she or it is or will be a party.
(e) Except for this Agreement, the Amended Shareholder has relied solely on his, her or its own investigation and Restated Registration Rights Agreement, dated as of November 29, 2017, by and among the Company, Holdings and certain other parties, analysis and the Margin Loan Agreementrepresentations and warranties expressly set forth in the Ancillary Documents to which he, dated as she or it is or will be a party and no other representations or warranties of August 22MAAC, 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Person, either express or implied, and the Shareholder), on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement or in the other Ancillary Documents to which he, she or it is or will be a party, none of MAAC, the Company or any other Person makes or has made any representation or warranty, either express or implied, to the Shareholder in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Sponsor Support Agreement (Montes Archimedes Acquisition Corp)
Shareholder Representations and Warranties. Each The Shareholder hereby represents and warrants the following to the Company and each other Shareholder thatSunSi:
(a) Such Shareholder is an entity duly organized has good and validly existing valid title to the TPE Shares, free and in good standing (clear of any lien, pledge, charge, security interest, encumbrance, title retention agreement, hypothecation, adverse claim, option, or the equivalent thereof) under the laws equity, except for liens, encumbrances, and restrictions arising by reason of the jurisdiction federal securities laws, and applicable state “blue sky” and comparable securities laws. Upon the delivery to SunSi of organization the TPE Shares, good and has valid title to the TPE Shares will have been acquired by SunSi, free and clear of all requisite power liens, pledges, charges, security interests, encumbrances, title retention agreements, hypothecations, adverse claims, options, or equities whatsoever, except for liens, encumbrances, and authority to execute restrictions arising by reason of the federal securities laws, and deliver this Agreement, to perform its obligations hereunder applicable state “blue sky” and to consummate the transactions contemplated herebycomparable securities laws or by reason of actions of SunSi.
(b) The Shareholder has good and sufficient authority to enter into this Agreement on the terms and conditions set forth herein;
(c) neither the execution and nor delivery of this Agreement, the performance by such Shareholder of its obligations hereunder and Agreement nor the consummation of the transactions contemplated hereby have been duly authorized will conflict in any material respect with, or result in any material breach of, the terms, conditions, or provisions of or will constitute a material default under any instrument, agreement or contract to which the Shareholder is a party or by all requisite corporate or other company action of such Shareholder. Such Shareholder has duly executed and delivered this Agreement.which it is bound;
(cd) This Agreement constitutes no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with 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 by Shareholder 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, Shareholder represents and warrants that it is an “accredited investor” as that term is defined by the Amended 1993 Act;
(f) Shareholder acknowledges that the SunSi Shares have not been and Restated Registration Rights Agreement, dated as will not be registered under the 1933 Act and that the SunSi Shares are being issued to Shareholder in reliance on exemptions from such registration and that the SunSi Shares may not be offered or sold without registration under the 1933 Act or compliance with requirements of November 29, 2017, by and among an exemption from registration; and
(g) Shareholder agrees that all of the Company, Holdings and certain other parties, and certificates representing 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, SunSi Shares shall be endorsed thereon with a legend to the extent applicablefollowing effect: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, such Shareholder is not bound by any other agreements or arrangements of any kind with any other party with respect to the Common StockOFFERED FOR SALE, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder)PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”
Appears in 1 contract
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to Topco, the Company and each dMY (solely with respect to the Shareholder and not with respect to any other Shareholder shareholder of Topco, the Company and dMY) that:
(a) Such (i) if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if the Shareholder is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 transactions contemplated by this Agreement by such Shareholder have been duly and validly authorized by all necessary action on the part of such Shareholder; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated herebyby this Agreement by such Shareholder will not, require no action by directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in respect a violation of, if the Shareholder is an entity, the organizational documents of the Shareholder or filing withsuch Shareholder’s Affiliates; and (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Subject Securities.
(b) The Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and (y) is subject to general principles of equity), and the Shareholder is the sole legal and beneficial owner of, and has good and valid title, to, all of the Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Subject Securities), other than pursuant to the Management Investment Deed and/or Investment Deed, as applicable, and/or the articles of incorporation of Topco or the Company (as applicable) from time to time, or any restrictions on transfer arising under applicable securities Laws. The Shareholder has the sole right to vote the Subject Securities, and, none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement other than pursuant to the Management Investment Deed and/or Investment Deed, as applicable, and/or the articles of incorporation of Topco or the Company (as applicable) from time to time, or any restrictions on transfer arising under applicable securities Laws. The Current Shares are the only equity securities of Topco owned legally or beneficially by such Shareholder on the date hereof, and except as set forth on Schedule A hereto, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any Governmental Authority other equity securities of Topco or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing. The Current Debt Securities are the only debt securities of Topco owned legally or beneficially by such Shareholder or its Affiliates on the date hereof, and except as set forth on Schedule A hereto, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other debt securities of Topco or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
(other than c) The Shareholder has received a copy of the filing BCA and the Investor Rights Agreement substantially in the form of any required reports with which (subject to the SECterms and conditions hereof) such Shareholder shall become a party to the Investor Rights Agreement at the Closing in such Shareholder’s capacity as Management or Co-Investor (as such term is defined therein), as applicable, and have the rights, and be subject to the obligations set forth therein.
(d) The executionRestricted Shares, delivery and performance by such if any, to be issued to the Shareholder of this Agreement and upon the consummation of the transactions contemplated hereby do not (i) conflict with or result Transactions shall have the vesting and restrictions set forth in Exhibit B hereto, and effective as of the Closing, such Restricted Shares shall continue to be subject to the vesting terms and restrictions set forth in any violation or breach of agreement granting such Restricted Shares and/or any provision of any of restricted share plan implemented at Closing (which shall in all respects be consistent with the organizational documents of such Shareholder, (ii) conflict with or result terms set forth 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 partyExhibit B hereto).
(e) Except for The Shareholder (i) except as provided in 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, Agreement and the Margin Loan AgreementManagement Investment Deed and/or Investment Deed, 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 or arrangements has full voting power, full power of any kind with any other party disposition and full power to issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Subject Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Subject Securities that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are Subject Securities that is inconsistent with the Company Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
(f) At the Closing, each of the agreements set forth on Exhibit D to which the Shareholder is party will be automatically terminated without requiring any other Shareholder)further action in connection therewith.
Appears in 1 contract
Samples: Transaction Support Agreement (dMY Technology Group, Inc. II)
Shareholder Representations and Warranties. Each By executing this Agreement or a Joinder Agreement (as defined below), each Shareholder represents and warrants to the Company and each other Shareholder agrees and acknowledges, that:
(a) Such Securities acquired by or for such Shareholder is an entity duly organized and validly existing and in good standing (or the equivalent thereof) are not registered under the laws Securities Act and must be held by such Shareholder until such Securities are registered under the Securities Act or an exemption from such registration is available; the Company shall have no obligation to take any action that may be necessary to make available any exemption from registration under the Securities Act; and the Company shall give to the party responsible for recording Transfers of Securities “stop transfer” directions prohibiting Transfers in violation of the jurisdiction foregoing provisions 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 herebySection 2.1(a).
(b) The execution and delivery of this AgreementSuch Shareholder is familiar with Rule 144 adopted by the SEC (“Rule 144”) which establishes guidelines governing, among other things, the performance by resale of “restricted securities” (such Shareholder of its obligations hereunder and as the consummation of Securities, which are acquired from the transactions contemplated hereby have been duly authorized by all requisite corporate or other company action issuer of such Shareholder. Such Shareholder has duly executed and delivered this Agreementsecurities in a transaction not involving any IPO).
(c) This Agreement constitutes Rule 144 is not presently available for Transfers of the legalSecurities because, valid among other things, the Company is not presently required to file the reports required to be filed by Section 15(d) of the Exchange Act and binding obligation does not have a class of such Shareholdersecurities registered pursuant to Section 12 of that statute; and, enforceable against even if the Company was required to file reports under the Exchange Act and had filed all reports required to be filed, reliance on Rule 144 to Transfer securities is subject to other restrictions and limitations, as set forth in Rule 144.
(d) In connection with any Transfer of the Securities under Rule 144 or pursuant to any other exemption, such Shareholder in accordance with its terms except as enforceability may may, at the option of the Company, be limited by required to deliver to the Company an opinion of counsel for such Shareholder (reasonably acceptable to the Company), and/or receive an opinion of counsel for the Company, to the effect that all applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally federal and by general equitable principles state securities law requirements have been met.
(whether enforcement is sought by proceedings in equity or at law). e) 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) and shall not conflict with with, violate or result in any violation or cause a breach of any provision of any of the organizational documents of such Shareholderagreement, (ii) conflict with contract 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 partyparty or any judgment, order or decree to which such Shareholder is subject.
(ef) Except for Such Shareholder has not and shall not grant any proxy or become party to any voting trust or other agreement that is inconsistent with, conflicts with or violates any provision of this Agreement, provided that the Amended and Restated Registration Rights Agreement, dated as of November 29, 2017, by and among the Company, Holdings and certain other parties, Shareholders and the Margin Loan Company acknowledge and accept the proxy and power of attorney granted pursuant to Section 3 of the Prior Agreement, dated as of August 22, 2018, among Holdings, the lenders party thereto and Barclays Bank plc .
(as administrative agent and calculation agentg) and the accompanying Pledge and Security Agreement, The Company has made no representation or warranty to the extent applicable, such Shareholder is not bound by any other agreements regarding accounting or arrangements tax treatment of such Shareholder’s Securities or the acquisition thereof. The Company will owe no compensation of any kind with any other party with respect to such Shareholder if the Common Stock, including agreements accounting or arrangements with respect to tax treatment of such Shareholder’s Securities or the acquisition thereof differs from that desired or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not expected by such agreements and arrangements are with the Company or any other Shareholder).
Appears in 1 contract
Samples: Shareholder Agreement (Bespoke Capital Acquisition Corp)
Shareholder Representations and Warranties. Each Shareholder Shareholder, severally and not jointly, 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 of 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)Authority.
(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 the 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, Agreement 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 Exchange Agreement, to the extent applicable, such Shareholder is has not entered into or agreed to be bound by any other agreements or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company or any other Shareholder).
Appears in 1 contract
Shareholder Representations and Warranties. Each Shareholder represents and warrants to PubCo, the Company and each Catcha (solely with respect to such Shareholder and not with respect to any other Shareholder shareholder of the Company) that:
4.5.1 (ai) Such if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if such Shareholder is a natural person, such Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 by this Agreement by such Shareholder have been duly and validly authorized by all necessary action by or in respect of, or filing with, any Governmental Authority on the part of such Shareholder; (other than iii) 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 by this Agreement by such Shareholder will not, directly or indirectly (i) with or without notice or lapse of time), contravene, conflict with or result in any a violation or breach of any provision of any of of, if the Shareholder is an entity, the organizational documents of such Shareholder or such Shareholder’s Affiliates; (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Subject Securities and (iiv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in any a 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 partyLaw.
(e) Except for 4.5.2 Such Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Amended Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and Restated Registration Rights Agreement, dated as (y) is subject to general principles of November 29, 2017, by and among the Company, Holdings and certain other partiesequity), and the Margin Loan AgreementShareholder is the sole legal and beneficial owner of, dated as and has good and valid title, to, all of August 22the Subject Securities, 2018and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, among Holdingssell or otherwise dispose of the Subject Securities). Such Shareholder has the sole right to vote the Subject Securities, and none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement. The Current Shares are the only equity securities of the Company owned legally or beneficially by such Shareholder on the date hereof, the lenders Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other equity securities of the Company or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
4.5.3 Such Shareholder has received a copy of the BCA and the Ancillary Documents substantially in the form of which (subject to the terms and conditions hereof) such Shareholder shall become a party thereto and Barclays Bank plc to the Registration Rights Agreement in such Shareholder’s capacity as a Company Holder (as administrative agent such term is defined therein) and/or the Lock-Up Agreement in such Shareholder’s capacity as a Company Holder (as such term is defined therein) at the Closing, as applicable, and calculation agent) have the rights, and the accompanying Pledge and Security Agreement, be subject to the extent applicableobligations set forth therein.
4.5.4 Such Shareholder (i) has full voting power, such Shareholder is not bound by any other agreements or arrangements full power of any kind with any other party disposition and full power to issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Subject Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Subject Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Subject Securities that is inconsistent with such Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
4.5.5 Such Shareholder has relied upon its own tax, legal and financial advisers in connection with its decision to enter into this Agreement and is responsible for any tax liability arising as a result of the transactions contemplated herein.
4.5.6 There is no Action pending or, to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect. No Consent of or with any Governmental Authority or any interest therein or Person on the voting part of the Common Stock (regardless of whether Shareholder is required to be obtained or not such agreements and arrangements are made in connection with the Company execution, delivery or any other Shareholder)performance by the Shareholder of this Agreement.
Appears in 1 contract
Samples: Exchange and Support Agreement (Catcha Investment Corp)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to Topco, the Company and each dMY (solely with respect to the Shareholder and not with respect to any other Shareholder shareholder of Topco, the Company and dMY) that:
(a) Such (i) if such Shareholder is an entity duly organized and validly existing and in good standing (a corporation, limited liability company, partnership, trust, proprietorship or the equivalent thereof) under the laws of the jurisdiction of organization and other legal entity, it has all requisite necessary corporate, limited liability company, limited partnership or other applicable power and authority (or, if the Shareholder is a natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, Agreement and to perform its the Shareholder’s obligations hereunder and to consummate hereunder; (ii) 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 transactions contemplated by this Agreement by such Shareholder have been duly and validly authorized by all necessary action on the part of such Shareholder; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated herebyby this Agreement by such Shareholder will not, require no action by directly or indirectly (with or without notice or lapse of time), contravene, conflict with or result in respect a violation of, if the Shareholder is an entity, the organizational documents of the Shareholder or filing withsuch Shareholder’s Affiliates; and (iv) the execution and delivery of this Agreement does not, and the performance by the Shareholder of the Shareholder’s obligations hereunder will not, result in the creation or imposition of any Lien upon the Subject Securities.
(b) The Shareholder has duly and validly executed this Agreement, this Agreement is a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms set forth herein (except as such enforceability (x) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar applicable Laws affecting or relating to enforcement of creditors’ rights generally and (y) is subject to general principles of equity), and the Shareholder is the sole legal and beneficial owner of, and has good and valid title, to, all of the Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Subject Securities), other than pursuant to the Management Investment Deed and/or Investment Deed, as applicable, and/or the articles of incorporation of Topco or the Company (as applicable) from time to time, or any restrictions on transfer arising under applicable securities Laws. The Shareholder has the sole right to vote the Subject Securities, and, none of the Subject Securities are subject to any proxy, voting trust or other similar agreement or arrangement other than pursuant to the Management Investment Deed and/or Investment Deed, as applicable, and/or the articles of incorporation of Topco or the Company (as applicable) from time to time, or any restrictions on transfer arising under applicable securities Laws. The Current Shares are the only equity securities of Topco owned legally or beneficially by such Shareholder on the date hereof, and except as set forth on Schedule A hereto, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any Governmental Authority other equity securities of Topco or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing. The Current Debt Securities are the only debt securities of Topco owned legally or beneficially by such Shareholder on the date hereof, and except as set forth on Schedule A hereto, the Shareholder does not own beneficially or legally have the right to acquire, or have any other interest in, any other debt securities of Topco or any of its Subsidiaries, or any rights to acquire, or any securities that are convertible into, any of the foregoing.
(other than c) The Shareholder has received a copy of the filing BCA and the Investor Rights Agreement substantially in the form of any required reports with which (subject to the SECterms and conditions hereof) such Shareholder shall become a party to the Investor Rights Agreement at the Closing in such Shareholder’s capacity as Management or Co-Investor (as such term is defined therein), as applicable, and have the rights, and be subject to the obligations set forth therein.
(d) The executionRestricted Shares, delivery and performance by such if any, to be issued to the Shareholder of this Agreement and upon the consummation of the transactions contemplated hereby do not (i) conflict with or result Transactions shall have the vesting and restrictions set forth in Exhibit B hereto, and effective as of the Closing, such Restricted Shares shall continue to be subject to the vesting terms and restrictions set forth in any violation or breach of agreement granting such Restricted Shares and/or any provision of any of restricted share plan implemented at Closing (which shall in all respects be consistent with the organizational documents of such Shareholder, (ii) conflict with or result terms set forth 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 partyExhibit B hereto).
(e) Except for The Shareholder (i) except as provided in 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, Agreement and the Margin Loan AgreementManagement Investment Deed and/or Investment Deed, 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 or arrangements has full voting power, full power of any kind with any other party disposition and full power to issue instructions with respect to the Common Stockmatters set forth herein, including agreements or arrangements in each case, with respect to the acquisition Subject Securities, (ii) has not entered into any voting agreement or disposition voting trust with respect to any of the Common Stock Subject Securities that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any interest therein or the voting of the Common Stock (regardless of whether or not such agreements and arrangements are Subject Securities that is inconsistent with the Company Shareholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.
(f) At the Closing, each of the agreements set forth on Exhibit D to which the Shareholder is party will be automatically terminated without requiring any other Shareholder)further action in connection therewith.
Appears in 1 contract
Samples: Transaction Support Agreement (dMY Technology Group, Inc. II)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company and each other Shareholder thatARYA as follows:
(a) Such The Shareholder is an a corporation, limited liability company or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).
(b) The Shareholder has all the requisite corporate, limited liability company or other similar power and authority 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.
(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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such the Shareholder. Such Shareholder This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by ARYA), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and by subject to general equitable principles of equity).
(whether enforcement c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is sought by proceedings in equity or at law). The required on the part of the Shareholder with respect to the Shareholder’s execution, delivery and 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, require no action by except for any consents, approvals, authorizations, designations, declarations, waivers or in respect offilings, the absence of which would not adversely affect the ability of the Shareholder to perform, or filing otherwise comply with, any Governmental Authority (other than the filing of its covenants, agreements or obligations hereunder in any required reports with the SEC)material respect.
(d) The execution, None of the execution or delivery and performance by such Shareholder of this Agreement by the Shareholder, the performance by the Shareholder of any 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 do not will, directly or indirectly (with or without due notice or lapse of time or both) (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of such Shareholder’s Governing Documents, (ii) conflict with or result in any a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions 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 Contract to which such the Shareholder is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of its properties or assets are bound or (iv) result in the creation of any Lien upon the Subject Company Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.
(e) The Shareholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Shareholders Agreement). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company that the Shareholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, the Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Shareholders Agreement or the Pre-Closing Series A Purchase Agreement and any related acknowledgement agreement existing on the date hereof and made available to ARYA or that is entered into in accordance with the Business Combination Agreement and the Xxxx Subscription Agreement, the Shareholder does not have the right to acquire any Equity Securities of any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Amended Business Combination Agreement and Restated Registration Rights the Company Shareholders 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 party to or bound by (i) any option, warrant, purchase right, or other agreements Contract that would (either alone or arrangements in connection with one or more events, developments or events (including the satisfaction or waiver of any kind with conditions precedent)) require the Shareholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other party Contract with respect to the Common Stockvoting or Transfer of any of the Subject Company Shares.
(f) There is no Proceeding pending or, including to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or arrangements obligations under this Agreement in any material respect.
(g) The Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the ARYA Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the ARYA Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the acquisition execution, delivery and performance of this Agreement, the other Ancillary Documents to which he, she or disposition it is or will be a party and the transactions contemplated hereby and thereby.
(h) In entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, the Shareholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and no other representations or warranties of any ARYA Party (including, for the avoidance of doubt, none of the Common Stock representations or warranties of any interest therein or ARYA Party set forth in the voting of the Common Stock (regardless of whether or not such agreements and arrangements are with the Company Business Combination Agreement or any other Ancillary Document), any ARYA Non-Party Affiliate or any other Person, either express or implied, and the Shareholder), on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party, none of the ARYA Parties, any ARYA Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents to which he, she or it is or will be a party or the transactions contemplated hereby or thereby.
Appears in 1 contract
Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp II)
Shareholder Representations and Warranties. Each The Shareholder represents and warrants to the Company and each other Shareholder thatDragoneer as follows:
(a) Such [The Shareholder is an a corporation, limited liability company or other applicable business entity duly organized and 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 Laws of the its jurisdiction of formation or organization and (as applicable).]1 1 Language to be omitted for individual shareholders.
(b) The Shareholder has all the requisite [corporate, limited liability company or other similar]2 power and authority 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.
(b) [, including spousal consent, if needed]3. [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 Agreement has been duly authorized by all requisite necessary corporate (or other company similar) action on the part of such Shareholder. Such Shareholder the Shareholder.]4 This Agreement has been duly and validly executed and delivered this Agreement.
(c) This Agreement by the Shareholder and constitutes the legala valid, valid legal and binding obligation agreement of such Shareholderthe Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Dragoneer), enforceable against such the Shareholder in accordance with its terms except as enforceability may be limited by (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws other Laws affecting generally the enforcement of creditors’ rights generally and subject to general principles of equity).
(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 and delivery of, 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 otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.
(d) None of the execution or delivery of this Agreement by general equitable principles the Shareholder, the performance by the Shareholder of any of its covenants, agreements or obligations under this Agreement (whether enforcement 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 will, directly or indirectly (with or without due notice or lapse of time or both) (i) [result in any breach of any provision of the Shareholder’s Governing Documents]5 // [intentionally omitted]6, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Shareholder is sought by proceedings a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of its properties or assets are bound or (iv) result in equity the creation of any Lien upon the Subject Company Shares, except, in the case of any of the foregoing clauses (ii) and (iii), as would not adversely affect the ability of the Shareholder to perform, or at lawotherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. 2 Language to be omitted for individual shareholders. 3 Language to be omitted for legal entity shareholders. 4 Language to be omitted for individual shareholders. 5 Language to be included for legal entity shareholders. 6 Language to be included for individual shareholders.
(e) The Shareholder is the record and beneficial owner of the Subject Company Shares and has valid, good and marketable title to the Subject Company Shares, free and clear of all Liens (other than transfer restrictions under applicable Securities Law or under the Company Shareholders Agreement). Except for the Equity Securities of the Company set forth on Schedule A hereto, together with any other Equity Securities of the Company of which the Shareholder acquires record or beneficial ownership after the date hereof in accordance with Section 5.1(b)(v) of the Business Combination Agreement, the Shareholder does not own, beneficially or of record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Shareholders Agreement, any agreement or plan pursuant to which Company Options are granted or by which Company Options are governed, or the Business Combination Agreement, the Shareholder does not have the right to acquire any Equity Securities of any Group Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Subject Company Shares and, except for this Agreement, the Business Combination Agreement and the Company Shareholders Agreement, the Shareholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of the Subject Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject Company Shares.
(f) There is no Proceeding pending or, to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.
(g) The Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Dragoneer Parties and (ii) he, she or it has been furnished with or given access to such documents and information about the Dragoneer Parties and their respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herebyother Ancillary Documents to which he, require no action by she or in respect of, it is 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 will be a party 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 partyand thereby.
(eh) Except In entering into this Agreement and the other Ancillary Documents to which he, she or it is or will be a party, the Shareholder has relied solely on his, her or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party and has not relied on any other representations or warranties of any Dragoneer Party (including, for the avoidance of doubt, the representations or warranties of any Dragoneer Party set forth in the Business Combination Agreement or any other Ancillary Document to which the Shareholder is not a party), any Dragoneer Non-Party Affiliate or any other Person, either express or implied, and the Shareholder, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which he, she or it is or will be a party, none of the Dragoneer Parties, any Dragoneer Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Amended and Restated Registration Rights AgreementAncillary Documents to which he, 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 she or it is or will be a 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 or arrangements of any kind with any other party with respect to the Common Stock, including agreements or arrangements with respect to the acquisition or disposition of the Common Stock or any interest therein or the voting of the Common Stock (regardless of whether transactions contemplated hereby or not such agreements and arrangements are with the Company or any other Shareholder)thereby.
Appears in 1 contract
Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp.)