The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable.
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, (ii) the Purchased Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (iii) assuming the accuracy of the representations and warranties set forth in Section 2(g) of this Agreement, the offer, issuance, sale and delivery of the shares of Purchased Stock pursuant to the terms of this Agreement is in full compliance with all applicable United States federal securities laws and is exempt from the registration requirements of the Act.
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed, and delivered by the Company and is enforceable against the Company in accordance with its terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable; and (iii) the Base Price is equal to the effective per share purchase price paid by the Investors for the shares of the Company in connection with the Merger. (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock, subject to compliance with the provisions hereof without registration under the Exchange Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 7(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 7(b) shall be deemed to limit in any manner the restrictions on transfers of Stock contained in this Agreement. 18 8. “Piggyback” Registration Rights. Effective after the occurrence of the Initial Public Offering: (a) The Parties agree to be bound by all of the terms, conditions, and obligations of the Registration Rights Agreement as they relate to the exercise of piggyback registration rights set forth in Sections 3(c), 4, 5, 6, 7, 8, and 11 (but not Section 11(l)) of the Registration Rights Agreement entered into by and among the Company and the investors party thereto (such Registration Rights Agreement, the “Registration Rights Agreement” and such piggyback registration rights, the “Piggyback Rights”), as in effect on the date hereof (subject, with respect to any such Management Stockholder provided Piggyback Rights, only to...
The Company’s Representations and Warranties and Covenants. (f) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed, and delivered by the Company and is enforceable against the Company in accordance with its terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable; and (iii) the Base Price is equal to the effective per share purchase price paid by the Investors for the shares of the Company in connection with the Merger.
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Executive Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable, and (iii) except (A) with respect to stockholder agreements entered into in connection with the Acquisition with certain individuals who were employees of Samson (and/or its Affiliates) prior to the Acquisition and (B) to the extent modified by the mutual agreement of the Parties in connection with the negotiation hereof, this Agreement is in the same form in all material respects as the executive stockholder agreements entered into as of the date hereof with the Other Employee Stockholders.
