Stockholder Representations and Warranties. Each of the Stockholders hereby represents and warrants to Terra REIT as follows:
(a) Such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) Assuming due execution and delivery by Terra REIT, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms.
(d) The execution and delivery of this Agreement by such Stockholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, (i) require such Stockholder to obtain the consent or approval of, or make any filing with or notification to, any governmental or regulatory authority, domestic or foreign, (ii) require the consent or approval of any other person pursuant to any agreement, obligation or instrument binding on such Stockholder or its properties and assets, (iii) conflict with or violate any organizational document or law, rule, regulation, order, judgment or decree applicable to such Stockholder or pursuant to which any of its or its affiliates’ respective properties or assets are bound or (iv) violate any other agreement to which such Stockholder or any of its affiliates is a party including, without limitation, any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust. The Owned Shares of such Stockholder are not, with respect to the voting or transfer thereof, subject to any other agreement, including any voting agreement, stockholders’ agreement, irrevocable proxy or voting trust, except, in the case of the Owned Shares of Terra JV, the 2020 Voting Agreement.
(e) On the date hereof, the Owned Shares of such Stockholder are owned of record or beneficially by such Stockholder, constitute all of the shares of Terra REIT Common Stock owned of record or beneficially by such Stockholder and are free and clear of any proxy or voting restriction,...
Stockholder Representations and Warranties. Each Stockholder hereby severally (and not jointly) represents and warrants to the Company and the other Stockholders with respect to itself as follows:
Stockholder Representations and Warranties. Each Stockholder ------------------------------------------ hereby severally represents and warrants as follows:
(i) If it is an entity, it is a corporation, limited partnership, trust or other entity duly organized and validly existing under the laws of its state of organization.
(ii) It has full power and authority and, in the case of an individual, legal and fiduciary capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(iii) Each of the Class II Stockholders (A) as a result of his relationship with the Company and experience in financial matters, is able to evaluate the acquisition of Common Stock and Options, the business and proposed capital structure of the Company and the risks inherent therein; (B) has been given the opportunity to obtain any additional information or documents, and to ask questions and receive answers, from the officers and representatives of the Company to the extent necessary to evaluate the risks and merits of an investment in the Company; (C) has determined that the acquisition of Common Stock and Options is consistent both in nature and amount, with his overall investment program and financial condition, and that his financial condition is such that he can afford to bear the economic risk of holding unregistered Securities for which there is no market and acknowledges that he may suffer a complete loss of such investment.
(iv) (A) the Securities acquired by him are being acquired for his own account for investment, without any present intention of selling or further distributing the same, (B) acknowledges that no liquid trading market currently exists or is expected to exist in the foreseeable future and as a result, such Stockholder may be unable to sell any of the Securities for an indefinite period of time and (C) acknowledges that the Company has no obligation, except as set forth in Section 6 hereof, to register any of the Securities.
(v) Each member of the HPA Group represents and warrants that he or it is an ...
Stockholder Representations and Warranties. The Stockholder hereby represents and warrants to MCI as follows:
Stockholder Representations and Warranties. Stockholder hereby represents and warrants to the Company that:
(a) Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.
(b) The execution of this Agreement has been duly authorized by all necessary actions on the part of Stockholder, and this Agreement has been executed and delivered by, and constitutes a valid, legal, binding and enforceable agreement of, Stockholder, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditor rights.
(c) Stockholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Act”).
(d) Stockholder is aware that an investment in Company common stock is speculative and involves a high degree of risk. Stockholder has carefully considered the risks of such investment.
(e) Stockholder has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of investing in Company common stock and of protecting its interest in connection with such investment.
(f) Stockholder is investing in Company common stock for its own account, for investment purposes only and not with a view to the resale or distribution thereof. Stockholder understands that it must bear the economic risk of such investment for an indefinite period of time because the issuance of the Company common stock by the Company to Stockholder has not been registered under the Act, pursuant to an exemption from registration thereunder, nor under any applicable state securities laws, and such Company common stock may not be sold or transferred by Stockholder in the absence of evidence satisfactory to the Company of compliance with applicable laws, which evidence may include an opinion of counsel satisfactory to the Company that, among other things, the shares of Company common stock have been registered for resale under the Act and all applicable state securities laws or that such registrations are not required.
(g) except as expressly set forth herein, (i) Stockholder does not own, beneficially or of record, any shares of the Company’s capital stock, (ii) Stockholder does not own, beneficially or of record, or possess any subscription, warrant, option, convertible security or other right (contingent or other) to purchase or other...
Stockholder Representations and Warranties. The Stockholder represents and warrants as follows:
(a) The Stockholder is authorized to enter into this Agreement and to consummate the Share Exchange.
(b) The Stockholder has not given anything nor will give anything in exchange for the Series A Preferred Stock and the Series B Preferred Stock other than the Shares.
(c) The Stockholder is exchanging the Shares for the Series A Preferred Stock and the Series B Preferred Stock for its own account, for investment purposes only and not with a view towards the public sale or distribution thereof.
(d) No commission or other remuneration has been paid or given directly or indirectly to the Stockholder for the solicitation of the Share Exchange.
(e) The Stockholder understands that (i) the Series A Preferred Stock and the Series B Preferred Stock have not been registered under the Securities Act and that no public market exists for such shares; (ii) the shares of Series A Preferred Stock and the Series B Preferred Stock are "restricted securities" under the Securities Act; and (ii) the Stockholder may dispose of such securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, or to take action so as to permit sales pursuant to the Securities Act,
Stockholder Representations and Warranties. Stockholder represents and warrants to the other parties as follows:
Stockholder Representations and Warranties. Each Stockholder represents and warrants to the Company and agrees and acknowledges, that:
(a) The execution, delivery and performance of this Agreement by such Stockholder do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Stockholder is a pat1y or any judgment, order or decree to which such Stockholder is subject.
(b) Such Stockholder has no 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.
(c) If such Stockholder is a corporation, partnership, limited company, limited liability company, trust, custodianship, estate or other entity, it has taken all action necessary for the authorization, execution, delivery and performance of this Agreement. If such Stockholder is an individual, the Stockholder has the legal capacity to execute and deliver this Agreement, to perfom1 his or her obligations hereunder and to consummate the transactions contemplated hereby.
(d) If such Stockholder is a corporation, partnership, limited company, limited liability company, trust, custodianship, estate or other entity, this Agreement has been duly executed by a duly autho1ized person on its behalf. If such Stockholder is an individual, this Agreement has been duly executed and delivered by the Stockholder. This Agreement constitutes the legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’ rights generally and by the availability of injunctive relief, specific perforn1ance and other equitable remedies).
Stockholder Representations and Warranties. Each Stockholder Party represents and warrants to PubCo as follows:
(a) If Stockholder Party is not an individual, the Stockholder Party is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable).
(b) If Stockholder Party is not an individual, the Stockholder Party has 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 Merger Agreement), and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of such Stockholder Party. This Agreement has been duly and validly executed and delivered by such Stockholder Party and constitutes a valid, legal and binding agreement of each Stockholder Party (assuming that this Agreement is duly authorized, executed and delivered by PubCo), enforceable against each such Stockholder Party in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).
Stockholder Representations and Warranties. Each Stockholder represents and warrants to FCStone that (i) the Stockholder has duly authorized, executed and delivered this Agreement and that this Agreement constitutes a valid and binding agreement, (ii) the consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of law applicable to the Stockholder, other than notice filings or other information required to be included in filings pursuant to the Securities Exchange Act of 1934, as amended, and, if applicable, filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (iii) there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney or voting agreements relating to, the Subject Shares, other than this Agreement, (iv) the Shares set forth below the Stockholder’s name on the signature page hereto or to the Joinder Agreement, as applicable, constitute all of the securities of the Parent owned of record by the Stockholder on the date hereof and (v) the Stockholder has the present power and right to direct, as to the voting of all of the issued and outstanding Shares set forth below the Stockholder’s name on the signature page hereto, or to the Joinder Agreement, as applicable, the record owner thereof as contemplated herein.
