Stockholder's Representations. Each of the Stockholders severally represents and warrants to the Parent (a) that such Stockholder has the power and authority (or the capacity if an individual) to execute and deliver this Agreement, (b) that, if a corporation, partnership or other entity, this Agreement has been duly authorized by all requisite action on the part of the Stockholder, (c) that the Stockholder has duly executed and delivered this Agreement and this Agreement is a valid and binding agreement, enforceable against such Stockholder in accordance with its terms, (d) that neither the execution of this Agreement nor the consummation by such Stockholder of the transactions contemplated hereby will constitute a violation of, or conflict with, or default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Stockholder is a party or by which such Stockholder is bound and, if the Stockholder is a corporation, partnership or other entity, the organizational documents thereof, (e) that on the date hereof such Stockholder has good and valid title to the number of Shares set forth opposite such Stockholder's name on Schedule A hereto (the "Stockholder's Shares"), free and xxxx of all claims, liens, charges, encumbrances and security interests, without any restrictions on the voting rights of such Stockholder's Shares, (f) that there are no options or rights to purchase or acquire, or agreements relating to, any of such Stockholder's Shares except pursuant to this Agreement, and (g) that the number of Shares set forth in Schedule A hereto opposite the name of such Stockholder constitutes all of the Shares owned beneficially or of record by such Stockholder.
Stockholder's Representations. In connection with the Company's repurchase of the Shares, Stockholder hereby represents and warrants to the Company as follows:
Stockholder's Representations. The Stockholder hereby represents and warrants to Purchaser that as of the date hereof:
Stockholder's Representations. Each Stockholder represents and warrants to each other Stockholder that, immediately following the transfer of the Shares as reflected in the preambles to this Agreement: (a) the Stockholder will be the sole record and beneficial owner, with sole voting power, of the Shares owned as reflected in the fifth preamble to this Agreement; (b) the Stockholder possesses full power and authority to enter into this Agreement and carry out such Stockholder's obligations under this Agreement; (c) the execution and delivery of this Agreement does not, and carrying out such Stockholder's obligations under this Agreement will not, conflict with or result in the violation of any agreement, judgment, decree, law or regulation applicable to the Stockholder; and (d) other than this Agreement, there are no outstanding rights or obligations granted by the Stockholder relating to the ownership, voting or disposition of any of the Shares.
Stockholder's Representations. Stockholder represents, warrants and ----------------------------- covenants that:
Stockholder's Representations. Stockholder represents, warrants and covenants that:
Stockholder's Representations. Founder represents, warrants and covenants that:
Stockholder's Representations. (a) Each Stockholder severally represents and warrants that he, she or it has acquired the Company Securities for investment for his, her or its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"). Each Stockholder severally agrees that he, she or it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Company Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Company Securities), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of this Agreement. Each Stockholder severally represents and warrants that no other person or entity has any interest, beneficial or otherwise, in the Company Securities subscribed for and to be held by him, her or it.
Stockholder's Representations. Each Stockholder represents and warrants to each other Stockholder that: (a) upon consummation of the purchase of Shares pursuant to the Stock Purchase Agreement, (i) the Stockholder will be the sole owner of record and beneficially, with sole voting power, of the Shares reflected below such Stockholder's signature to this Agreement and (ii) such Shares will constitute all of the outstanding voting securities of the Company then owned of record or beneficially by such Stockholder; (b) the Stockholder possesses full power and authority to enter into this Agreement and carry out such Stockholder's obligations under this Agreement; (c) the execution and delivery of this Agreement does not, and carrying out such Stockholder's obligations under this Agreement will not, conflict with or result in the violation of any agreement, judgment, decree, law or regulation applicable to the Stockholder; and (d) there are no outstanding rights or obligations granted by the Stockholder relating to the ownership, voting or disposition of any of the voting securities of the Company owned (including Shares to be purchased by such Stockholder under the Stock Purchase Agreement) of record or beneficially by such Stockholder.
Stockholder's Representations. Each Stockholder hereby severally ----------------------------- represents and warrants that (a) it has the power and authority and has taken all action necessary to execute and deliver this Agreement and any other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby and (b) this Agreement and any other Transaction Document to which it is a party have been duly and validly executed and delivered by it and are enforceable against it in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting creditor's rights and by general principles of equity.
