Shareholder's Representations. (a) Each of the Shareholders has full legal right, power and authority to sell, transfer, assign and deliver his or her Shares to Purchaser at Closing and delivery of the Shares at Closing will transfer to Purchaser valid legal and beneficial ownership thereof free and clear of all claims, security interests, liens, charges and encumbrances of any kind or nature whatsoever (collectively, "Encumbrances").
(b) Each of the Shareholders, prior to execution of this Agreement, became familiar with the material business and financial affairs of Purchaser and its subsidiaries (if any) and was given access to such information regarding such business and financial affairs as the Shareholders deemed necessary to enable them to make an informed investment decision with respect to the Purchaser Shares to be issued in connection with this Agreement. In particular, the Shareholders received the following documents and information and had sufficient time to review and consider such documents and information: Purchaser's most recently issued annual report to shareholders; Purchaser's proxy statement for the most recent annual meeting of its shareholders; Purchaser's Form 10-KSB most recently required to be filed with the Securities and Exchange Commission; Purchaser's Form 10-QSB's required to be filed with the Securities and Exchange Commission for fiscal quarters ended after the fiscal year covered by the aforesaid Form 10-KSB; a statement by Purchaser describing the Purchaser Shares; a statement by Purchaser that there were no material changes in the affairs of Purchaser and its subsidiaries (if any) that were not disclosed in the aforesaid documents and statement; a statement by Purchaser that there are no undisclosed agreements, arrangements or understandings which benefit or relate to the Shareholders in connection with the transactions contemplated hereby, and, if either of the Shareholders is not an "accredited investor" as defined in Rule 501(a) of the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933 (the "Rules"), copies to such Shareholder of all material written information which would be furnished to an "accredited investor."
(c) Each of the Shareholders either (i) is an "accredited investor" (as defined in Rule 501(a) of the Rules) because such Shareholder is a director or executive officer (defined to be the president, a vice president in charge of a principal business unit, division or function, or any other o...
Shareholder's Representations. Each Shareholder hereby severally and not jointly represents and warrants to the Holding Company and its shareholders in respect of such Shareholder as follows:
(a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of capital stock set forth opposite such Shareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI other than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to this Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal power, authority and right to enter into, execute and deliver this Agreement, and to consummate the transactions contemplated hereby, without the consent or approval of any other person, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this Agreement).
(b) Such Shareholder has duly executed and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law). The execution and delivery by such Shareholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a r...
Shareholder's Representations. Shareholder represents, warrants and covenants that:
Shareholder's Representations. The Shareholder represents and warrants to the Parent that (i) his execution, delivery and performance of this Agreement does not and shall not conflict with, or result in the breach of or violation of, any other agreement, instrument, order, judgment or decree to which he is a party or by which he is bound; (ii) he is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity; and (iii) upon the execution and delivery of this Agreement by the Parent, this Agreement shall be the valid and binding obligation of his, enforceable in accordance with its terms.
Shareholder's Representations. 11 2.29. Accuracy of Information............................................13
Shareholder's Representations. In addition to the foregoing representations of each of the Shareholders, each of the Shareholders individually represents and warrants to Parent as follows:
(a) The Shareholder is acquiring the Shares pursuant to the Mergers for such Shareholder's sole account (and such Shareholder and/or such Shareholder's immediate family members and/or trusts for their benefit will be the sole beneficial owner or owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the Securities Act of 1933, as amended and the rules and regulations thereunder (the "Securities Act"), nor with any present intention of distribution or selling such Shares in connection with 16 20 any such distribution, and such Shareholder understands that such shares have not been registered under the Securities Act or any applicable state securities law and therefore cannot be resold unless they are registered under the Securities Act and any applicable state securities laws or unless an exemption from registration is available. The Shareholder acknowledges that the Shares will be subject to the restrictions of Rule 144 of the Securities Act, which governs the public sale in ordinary trading transactions of "restricted securities" and of securities owned by affiliates. Restricted securities are securities acquired directly or indirectly from an issuer or an affiliate in a transaction not involving any public offering. In addition, the Shareholder acknowledges that the Shares may also be subject to the restrictions of Rule 145 of the Securities Act, which restricts the resale of securities issued in connection with a reclassification, merger or consolidation, or transfer of assets.
(b) The Shareholder has been provided with a copy of Parent's prospectus dated November 13, 1997 (the "Prospectus") and has had sufficient time to review and consider the Prospectus. The Shareholder has been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the Prospectus and to obtain any additional information by written request to verify the accuracy of the Prospectus and to obtain copies of any documents identified in the Prospectus. In addition to the Prospectus, there are available over the Internet various public filings made by the Parent with the Securities and Exchange Commission pursuant to its EDGAX filing requirements (the "Parent Reports"). The Shareholder has had access to, and has had sufficient ti...
Shareholder's Representations. Each Shareholder hereby represents that, with respect to its Interest in the Company: (i) it has not acquired such Interest for purposes of earning any return on such Interest, nor with a view to resell or distribute the same or any part thereof, it understands that it will receive no value for its Interest in the event of resignation and/or Dissociation and (iii) no other Person/entity has any Interest in such Interest or in the rights of such Shareholder under this Agreement. Each Shareholder acknowledges that it has actual notice of (a) the provisions hereof (including the restrictions on Transfer set forth herein), and (b) all of the provisions of the Certificate of Formation.
Shareholder's Representations. Shareholder hereby represents and ----------------------------- warrants to Merger Sub that (i) the execution, delivery and performance of this Agreement by Shareholder do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Shareholder is a party or by which he is bound, (ii) Shareholder is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by Merger Sub and the expiration of the Offer, this Agreement shall be the valid and binding obligation of Shareholder, enforceable in accordance with its terms. Shareholder hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.
Shareholder's Representations. 8 2.20. Accuracy of Information.. . . . . . . . . . . . . . . . . . . . . . 9
Shareholder's Representations. Each of the Shareholders listed on Exhibit C1 hereby represents and warrants to the Company the representations and warranties set forth in Exhibit C2. Each of the Shareholders listed on Exhibit D1 hereby represents and warrants to the Company the representations and warranties set forth in Exhibit D2.
