Shareholders' Representations and Warranties. The representations and warranties of the Shareholders set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.
Shareholders' Representations and Warranties. The Shareholder hereby represents and warrants to the Company, all of which representations and warranties are true, complete, and correct in all respects as of the date hereof and will be as of the Closing Date, as follows:
Shareholders' Representations and Warranties. 9.1 The Shareholders severally represent and warrant to each other and accordingly have the right to rely on such representations and warranties made by another Shareholder in this Agreement as of the date of this Agreement (and such representations and warranties shall be unconditional and may not be construed restrictively, nor withdrawn, changed or amended in any restrictive manner) that:
(A) each Shareholder is a company duly incorporated and validly existing under the laws of the jurisdiction of its formation and has the right to execute and deliver this Agreement to another party and to perform this Agreement in accordance with its terms;
(B) the execution, delivery and performance of this Agreement in accordance with its terms have been duly and validly authorised and approved in accordance with the corresponding requirements of the applicable law and the documents binding upon the corresponding Shareholder, and that the execution, delivery and performance of this Agreement in accordance with its terms does not and may not entail any event of default or violation of any obligation by any corresponding shareholder or any other persons or an early performance or a claim to perform early any obligation nor creation or crystallisation of any obligations under any instrument including obligations on the creation of rights to the shares in the Company or in a Subsidiary or the Company's Shareholders in favour of any person (other than the Company or other Shareholders) or obligations to dispose of assets of any such Companies or Subsidiaries or Shareholders or the obligation on the indemnity or other obligations causing or resulting in an unlimited liability of the Company, Subsidiaries or Shareholders to anyone;
(C) the Shareholders have provided each other with all the information about the Company and its activities which may be material to them at the execution of this Agreement as well as upon the assumption of the obligations under this Agreement in accordance with its terms.
Shareholders' Representations and Warranties. The Shareholders severally make the following representations and warranties regarding themselves and Ace to CTC and CTC Subsidiary as an inducement to enter into this Agreement:
(A) Corporate
(i) Ace is a corporation duly organized, validly existing, and in good standing under the laws of the state of New York and has the corporate power to own its properties and carry on its business as and where its business is now conducted, and is duly qualified as a foreign corporation in the jurisdictions in which the conduct of its business or the ownership of its property requires qualification.
(ii) The authorized capital stock of Ace and the number of shares issued and outstanding is set forth on Schedule 3.1 X- 0; the said shares of Ace which are issued and outstanding are legally and validly issued, fully paid, and non-assessable securities.
(iii) There are no outstanding subscriptions, options, warrants, calls, commitments, or agreements to which Ace or any Shareholder is a party or by which Ace or any Shareholder is bound which relate to the issuance or sale of any shares of the Common Stock of Ace.
(iv) The Shareholders are the sole and absolute owners of the number of shares of Ace's capital stock set opposite their respective names in Schedule 3.1 A-2 hereof, and all of such shares are free and clear of all liens, encumbrances and rights whatsoever, and of all restrictions on the exchange herein contemplated by the Shareholders.
(v) The copies of the Articles of Incorporation of Ace, including all amendments to date, and its By-Laws as now in effect (all of which have heretofore been furnished to CTC Subsidiary) and, to the best of the knowledge of the Shareholders, the minutes of all shareholders and directors meetings which are all contained in its minute books are true and complete.
(vi) The performance of this Agreement by the Shareholders will comply with all relevant law and will not conflict with or result in a breach of any of the terms of any agreement or instrument to which Ace or any of the Shareholders is a party or by which they may be bound.
(vii) The execution, delivery and performance of this Agreement by Ace have been duly authorized and approved by all requisite action of Ace's Board of Directors and this Agreement has been duly executed and delivered by Ace and constitutes the valid and binding obligation of Ace enforceable in accordance with its terms.
(viii) Ace does not have any subsidiaries.
Shareholders' Representations and Warranties. Each Shareholder, severally (and not jointly), hereby represents and warrants to Parent and Merger Sub with respect to itself and the Shares its holds (as set forth on Exhibit A hereto) as follows:
Shareholders' Representations and Warranties. As a material inducement to the Company to enter into this Agreement and consummate the Exchange, Shareholder represents, warrants and covenants with and to the Company as follows:
Shareholders' Representations and Warranties. As of the -------------------------------------------- Closing Date, each Shareholder individually represents and warrants to Buyer with respect to itself and its shares of stock of Seller as follows:
Shareholders' Representations and Warranties. The Shareholder hereby represents and warrants to the Company that:
(a) The Company has made available to the Shareholder and its advisors the opportunity to evaluate an investment in the Company, and to obtain additional information and to evaluate the merits and risks of this investment and to ask questions of, and receive satisfactory answers from, representatives of the Company concerning the terms and conditions of this investment;
(b) The Shareholder understands the risks involved in an investment in the Company. The Shareholder recognizes that an investment in the Company is speculative and involves substantial risk of loss;
(c) The Shareholder is an "accredited investor" as such term is defined in applicable federal and State securities laws, and the Shareholder can afford a loss of the entire investment in the Company;
(d) The Shareholder represents that its knowledge and experience in financial and business matters in general are such that it is capable of evaluating the merits and risks of an investment in the Company;
(e) The Shareholder is purchasing the Shares solely for its own account and not with a view to distribution, sale or subdivision, or for the account of any other individual, corporation, firm or person;
(f) The Shareholder is purchasing the Shares as part of an insurance program, and for the sole purpose of obtaining insurance coverage which may be otherwise unavailable to Shareholder, and the Shareholder is not making this investment with the expectation of profiting from the operations of the Company or from any sale, redemption or repurchase of stock;
(g) The Shareholder recognizes that there will be no public market for the Shares and that the transferability of the Shares is restricted;
(h) No person or firm is promising or guaranteeing that the Shareholder will receive a return or profit from its investment in the Company, nor is any such return or profit expected or contemplated; and
(i) The person(s) executing this Agreement on behalf of the Shareholder has/have the authority to execute this Agreement, without the necessity of additional signatories.
Shareholders' Representations and Warranties. Each Shareholder represents and warrants to the Trustee that the Shareholder owns that number of Shares set forth opposite his or her name on Exhibit A hereto, free and clear of all liens, claims and encumbrances of any kind whatsoever other than restrictions on transfer arising under federal and state securities laws and the Voting and Shareholders Agreement.
Shareholders' Representations and Warranties. The Shareholders and Wuge hereby acknowledge, represent and warrant to, and agree with, TMSR and its affiliates as follows:
2.1 The Shareholders are acquiring the TMSR Shares for their own account, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Common Stock or any of the components of the Common Stock, other than the Shareholders. Further, none of the Shareholders has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the TMSR Shares.
2.2 The Shareholders and Wuge have full power and authority to enter into this SPA, the execution and delivery of this SPA have been duly authorized, if applicable, and this SPA constitutes a valid and legally binding obligation of each Shareholder and Wuge.
2.3 The Shareholders acknowledge their understanding that the offering and sale of the Common Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) of the Securities Act and the provisions of Regulation S promulgated thereunder (“Regulation S”). In furtherance thereof, the Shareholders and Wuge represent and warrant and agree that they are not U.S. persons or affiliates of any U.S. persons as defined in Rule 501(b) under the Securities Act.
