STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. The Stockholder represents -------------------------------------------- and warrants to Chesapeake that: (a) the Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Form 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) the Subject Stock and the certificates representing same are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trust or agreement or any other encumbrances whatsoever ("Encumbrances") with respect to the ownership or voting of the Subject Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement, and there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, the Subject Stock other than this Agreement; (d) the Subject Stock constitutes all of the securities of Canaan owned beneficially or of record by the Stockholder on the date hereof; and (e) the Stockholder has the present power and right to vote all of the Subject Stock as contemplated herein.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, severally (and not jointly), hereby represents and warrants to Parent and Purchaser with respect to itself and the Shares its holds (as set forth on Exhibit A hereto) as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Stockholder hereby represents and warrants to the Company as follows:
(a) Stockholder has had complete and unrestricted access to all material information about the Company, the Exchange, and the Recapitalization that could affect Stockholder’s decision to agree to the Exchange, including but not limited to the Existing Articles and the New Articles. As a result of Stockholder’s access to such information, Stockholder acknowledges that Stockholder is fully informed and knowledgeable about the Company, its business, operations and plans, and has therefore made a fair and reasoned decision to consent to the Exchange.
(b) Stockholder acknowledges that an investment in the Common Stock involves a substantial degree of risk and is suitable only for persons with adequate means who have no need for liquidity in their investments. Stockholder has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Common Stock and the suitability of the investment for Stockholder. Stockholder is participating in the Exchange for investment purposes only and has no present intention to sell or exchange the New Shares or the Common Shares into which the New Shares are convertible. Stockholder has adequate means for providing for Stockholder’s current needs in any foreseeable contingency, and therefore has no need to sell the Common Stock in the foreseeable future.
(e) Stockholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. Stockholder acknowledges that no federal or state agency has made any finding or determination as to the fairness of the Exchange, nor any recommendation or endorsement, of the issuance of the Common Stock in the Exchange. Stockholder acknowledges that the Common Stock has not been registered under the Securities Act of 1933, as amended (the “Act”), or the blue sky laws of any state. Stockholder understands that, in issuing the Common Stock in the Exchange, the Company has relied upon an exemption from registration under the Act, the availability of which may depend upon the accuracy of the foregoing representations and warranties of Stockholder.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder hereby represents and warrants to Merger Sub and Investor as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, severally and not jointly, represents and warrants to the Company that:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder represents and warrants to each of the other Stockholders that there are no agreements to which such Stockholder is a party with respect to the voting or transfer of the capital stock of Company or with respect to any other aspect of Company's affairs, other than (i) this Agreement and (ii) the agreements set forth on Annex II attached hereto.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, as to itself only, represents and warrants to IOI that (i) such Stockholder is the beneficial and record owner of the Shares set forth on Exhibit A hereto, free and clear of any mortgage, pledge, lien, security interest, claim, restriction on voting or otherwise or other encumbrance, (ii) such Stockholder has the sole right to vote such Shares free of any mortgage, pledge, lien, security interest, claim, restriction on voting or otherwise or other encumbrance, (iii) such Stockholder has the full and unrestricted legal power, authority and right to enter into, execute and deliver this Agreement without the consent or approval of any other person, (iv) this Agreement is the valid and binding agreement of such Stockholder and (v) no investment banker, broker or finder is entitled to a commission or fee from such Stockholder or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Stockholder hereby represents and warrants to Parent and Purchaser as follows:
STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder hereby represents and warrants to the Company and to the other Stockholder as follows:
(i) Such Stockholder has the requisite capacity, power and authority to enter into and perform such Stockholder's obligations under this Agreement.
(ii) The execution, delivery and performance of this Agreement has been duly authorized by all requisite action by such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder enforceable in accordance with its terms, except as such enforcement may be limited be general principles of equity, whether applied in a court of law or a court of equity, and bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.
(iii) Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with the terms and provisions hereof, will conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any applicable law, or of any order, writ, injunction or decree of any court, administrator or arbitrator, or of any agreement or instrument under which such Stockholder is obligated or by which any of such Stockholder's property is bound.
(iv) There are no agreements to which such Stockholder is a party that relate to the voting of Common Stock, the nomination or election of directors or the control of the Company, except for this Agreement.
(v) Each Stockholder is the record and Beneficial Owner of the number of share of Common Stock of the Company set forth opposite such Stockholder's name on Schedule 1 hereto, and owns such shares of Common Stock free and clear of all liens, security interests, pledges, charges or encumbrances of any nature whatsoever.
