Stockholder Representation. The Company shall take all Necessary Action to include in the slate of nominees to be recommended by the Board of Directors for election as director at each applicable annual or special meeting of shareholders at which directors are to be elected the following individuals:
(A) for so long as Benefit Street beneficially owns at least 10% of the Shares, one individual designated by Benefit Street (which individual is Xxxxx Xxxxxxx as of the date of this Agreement); and
(B) for so long as Oaktree beneficially owns at least 10% of the Shares, one individual designated by Oaktree (which individual is Xxx Xxxxxxx as of the date of this Agreement).
Stockholder Representation. Each Stockholder -------------------------- represents and warrants as to itself that as of the Closing Date (after giving effect to all transactions occurring on or as of the Closing Date) such Stockholder is not a party with any other Person to any other agreement with respect to the holding, voting, acquisition or disposition of shares of Capital Stock, other than the Stock Purchase Agreement, this Agreement or the Existing Agreement.
Stockholder Representation. Each Stockholder represents and warrants as to itself that as of the Closing Date (after giving effect to all transactions occurring on or as of the Closing Date) such Stockholder is not a party with any other Person to any other agreement other than the Contribution Agreement with respect to the holding, voting, acquisition or disposition of shares of Common Stock or Equity Securities.
Stockholder Representation. (a) Each Stockholder represents and warrants as to itself that as of the Closing Date (after giving effect to all transactions occurring on or as of the Closing Date) such Stockholder is not a party to any other agreement with respect to the holding, voting, acquisition or disposition of shares of Equity Securities, other than agreements among GEIPPPII and the Ardshiel Affiliates entered into from time to time.
(b) Each Stockholder represents and warrants as to itself that as of the date hereof such Stockholder has no plan or intention to sell, transfer or otherwise dispose of any of its Equity Securities.
Stockholder Representation. Each Stockholder represents and warrants as to itself that such Stockholder is not a party with any other Person to any other agreement with respect to the holding, voting, acquisition or disposition of shares of Series A Preferred Stock or Common Stock, other than the Amended and Restated Stock Purchase Agreement.
Stockholder Representation. Each Stockholder represents and warrants as to itself that, in the case of the Wolf Holders, as of the Closing Date and in the case of the other Interliant Holders as of the date such Interliant Holder becomes a Stockholder under this Agreement (after giving effect to all transactions occurring on or as of such date) such Stockholder is not a party with any other Person to any other agreement with respect to the holding, voting, acquisition or disposition of shares of Stock except as previously disclosed to the other Stockholders.
Stockholder Representation. 27 Section 6.02
Stockholder Representation. Each Stockholder represents and warrants as to itself that as of the Closing Date (after giving effect to all transactions occurring on or as of the Closing Date) such Stockholder is not a party with any other Person to any other agreement with respect to the holding, voting, acquisition or disposition of shares of Capital Stock, other than any of the following agreements to which such Stockholder is a party: the Purchase Agreement, the Escrow Agreement dated as of June 14, 1999 among Crest, the Company and certain other parties, the Merger Agreement, the DS Cable Purchase Agreement, the Service Cable Purchase Agreement, the TeleCore Merger Agreement, the Excalibur Merger Agreement, the convertible $5,000,000 promissory note of the Company issued to Crest, the warrants to purchase Common Stock issued to Crest in connection with financing obtained by Crest or the Company, any employment agreements, the Escrow Agreement dated as of September 7, 1999 among the Company, Telecrafter Acquisition Corp., Nassau Communications Inc., Brucx X Xassau, Lurix Xxxsau and the escrow agent party thereto, the options issued in connection with the 1999 Stock Incentive Plan of the Company and in connection with employment agreements, the Stock and Warrant Purchase
Stockholder Representation. Neither the Stockholder nor any Seller Entity (other than the Sellers) is a party to any contract, commitment, arrangement or agreement which could, following the Effective Date, restrain or restrict the Company Entities from carrying on the Company Business or restrain or restrict the Stockholder from performing the Stockholder's employment obligations, and, as of the date of this Agreement, neither the Stockholder nor any Seller Entity is involved in any business activities whatsoever in or relating to the industries in which the Sellers currently engage other than the Stockholder's and/or such Selling Entity's interest in the Company and other than the Permitted Activities.
Stockholder Representation. 25 5.02 Company Representation...............................................................25 5.03 Legend on Certificates...............................................................25 5.04 Actions Requiring Consent of GEIPPPII................................................26 5.05 Covenants by GEIPPPII................................................................28 ARTICLE VI MISCELLANEOUS........................................................................29 6.01 Injunctive Relief....................................................................29
