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.
Appears in 24 contracts
Samples: Management Stockholder’s Agreement, Management Stockholder’s Agreement (Laureate Education, Inc.), Management Stockholder’s Agreement (First Data Corp)
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.
Appears in 4 contracts
Samples: Subscription Agreement, Subscription Agreement (Great North Imports, LLC), Subscription Agreement (Dollar General Corp)
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 executed, and delivered by the Company and is enforceable against the Company in accordance with its terms 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.
Appears in 2 contracts
Samples: S Agreement (PRA Health Sciences, Inc.), S Agreement (PRA Health Sciences, Inc.)
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 herebyreferenced herein, will be duly and validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Stockholder Agreement (Energy Future Holdings Corp /TX/), Stockholder Agreement (Energy Future Holdings Corp /TX/)
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 executed, and delivered by the Company and is enforceable against the Company in accordance with its terms and 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.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (National Vision Holdings, Inc.)
The Company’s Representations and Warranties and Covenants. (a) 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.
Appears in 1 contract
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Advisor Stockholder that (i) this Agreement has been duly authorized, executed executed, and delivered by the Company and is enforceable against the Company in accordance with its terms 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.
Appears in 1 contract
Samples: Advisor Stockholder’s Agreement (Gardner Denver Holdings, Inc.)
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Employee 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.
Appears in 1 contract
Samples: Employee Stockholder’s Agreement (Samson Holdings, Inc.)
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management Director Stockholder that (i) this Agreement has been duly authorized, executed executed, and delivered by the Company and is enforceable against the Company in accordance with its terms 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.
Appears in 1 contract
Samples: Director Stockholder’s Agreement (Gardner Denver Holdings, Inc.)
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 Restricted 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.
Appears in 1 contract
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management 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 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.
Appears in 1 contract
Samples: Executive Stockholder’s Agreement (Samson Resources Corp)
The Company’s Representations and Warranties and Covenants. (a) The Company represents and warrants to the Management RPM 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.
Appears in 1 contract
Samples: RPM Stockholder’s Agreement (Samson Holdings, Inc.)
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 Restricted Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated herebyRestricted Stock Agreement, will be duly and validly issuedissued and, when it becomes Vested Stock will be fully paid and nonassessablenon-assessable.
Appears in 1 contract
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 executed, and delivered by the Company and is enforceable against the Company in accordance with its terms 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.
Appears in 1 contract
Samples: Director Stockholder’s Agreement (National Vision Holdings, Inc.)
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 terms, (ii) the Option Stock, Restricted Stock and the RSU 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.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (Us Foods, Inc.)
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 terms, (ii) the Option Stock and the RSU 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.
Appears in 1 contract
Samples: Management Stockholder’s Agreement (US Foods Holding Corp.)
