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. (a) Each Stockholder severally represents and warrants that he, she or it has acquired or will acquire 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, the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of this Agreement. Each Stockholder severally represents and warrants that, except to the extent provided in the Voting Trust Agreement, no other person or entity has any interest, beneficial or otherwise, in the Company Securities held or to be acquired by him, her or it.
(b) Each Stockholder severally acknowledges that he, she or it has been advised that (i) the Company Securities are not registered under the Securities Act, and the Company has no obligation to effectuate any such registration, (ii) the Company Securities must be held indefinitely and the Stockholder must continue to bear the economic risk of the investment in the Company Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of any securities of the Company, and the Company has no obligation nor any intention to make such Rule available, (iv) when and if any of the Company Securities may be disposed of without registration in reliance on Rule 144, the amounts that may be disposed of may be limited in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, public sale without registration will require compliance with Regulation D or some other exemption under the Securities Act, (vi) restrictive legends will be placed on the certificates representing the Company Securities and (vii) a notation will be made in the appropriate records of the Company indicating that the Company Securities are subject to restrictions on transfer and, if the Company should at some time in the future engage the servi...
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. The Stockholder hereby represents and warrants to Purchaser that as of the date hereof:
(a) The Stockholder (i) owns of record and beneficially the number of Shares set forth in the preamble hereto (except for 2,340 of the Shares which he owns beneficially but is not the record owner), (ii) is entitled to vote all of the Shares, (iii) has the full legal capacity to enter into, execute and deliver this Voting Agreement without the consent or approval of any other person or entity, and (iv) has not entered into any other voting agreement with or granted any person or entity any proxy (revocable or irrevocable) with respect to the Shares (other than this Voting Agreement).
(b) The Stockholder has duly executed and delivered this Agreement.
(c) No investment banker, broker or finder is entitled to a commission or fee from the Stockholder in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.
Stockholder's Representations. The Stockholder hereby represents and warrants to Purchaser that as of the date hereof:
(a) The Stockholder (i) owns of record and beneficially the number of Shares set forth in the preamble hereto, (ii) is entitled to vote all of the Shares, (iii) has the full legal capacity to enter into, execute and deliver this Voting Agreement without the consent or approval of any other person or entity, and (iv) has not entered into any other voting agreement with or granted any person or entity any proxy (revocable or irrevocable) with respect to the Shares (other than this Voting Agreement).
(b) The Stockholder has duly executed and delivered this Agreement.
(c) No investment banker, broker or finder is entitled to a commission or fee from the Stockholder in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.
Stockholder's Representations. The Stockholder hereby represents and warrants to Purchaser that as of the date hereof:
(a) The Stockholder (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) owns of record and beneficially the number of Shares set forth in the preamble hereto, (iii) is entitled to vote all of the Shares, (iv) has all necessary corporate power to enter into, execute and deliver this Voting Agreement, and (v) has not entered into any other voting agreement with or granted any person or entity any proxy (revocable or irrevocable) with respect to the Shares (other than this Voting Agreement).
(b) The execution, delivery and performance by the Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of the Stockholder, and no other consent or approval of any other person or entity, including the stockholders of the Stockholder, is necessary to authorize the execution and delivery by the Stockholder of this Agreement and the consummation by it of the transactions contemplated hereby.
(c) The Stockholder has duly executed and delivered this Agreement.
(d) No investment banker, broker or finder is entitled to a commission or fee from the Stockholder in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.
Stockholder's Representations. Stockholder represents, warrants and ----------------------------- covenants that:
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. 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.
Stockholder's Representations. Each Stockholder, CIVC and each Co-Investor hereby individually and ratably (and not jointly or severally) represents and warrants to Xxxxxxxx Ltd. with respect to the Selling Stockholder Repurchase and the Investor Rollover Repurchase and to the Company with respect to the Class A Investment and the Investor Rollover, as applicable for such Stockholder, CIVC or Co-Investor, as to such Stockholder, CIVC or Co-Investor only, as follows:
