Common use of STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Integrated Orthopedics Inc), Voting Agreement (Integrated Orthopedics Inc)

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STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, as to itself only, represents and warrants to IOI the Company 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 109 of such Stockholder and (v) no investment banker, broker or finder is entitled to a commission or fee from such Stockholder or the Company IOI in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.

Appears in 1 contract

Samples: Merger Agreement (Integrated Orthopedics Inc)

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STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES. Each Stockholder, as to itself only, represents and warrants to IOI the Company that (i) such Stockholder is the beneficial and record owner of the Shares set forth on Exhibit 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 IOI in respect of this Agreement based upon any arrangement or agreement made by or on behalf of the Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Chartwell Inc)

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