The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 12 contracts
Samples: 'S Agreement (Spalding Holdings Corp), Management Stockholder's Agreement (Kindercare Learning Centers Inc /De), Management Stockholder's Agreement (Randalls Food Markets Inc)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser 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 hereofhereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable.
Appears in 9 contracts
Samples: ’s Agreement (Nielsen Holdings B.V.), ’s Agreement (Premdor Finace LLC), ’s Agreement (Visant Holding Corp)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 6 contracts
Samples: S Agreement (Amphenol Corp /De/), S Agreement (Amphenol Corp /De/), Stockholder’s Agreement (Amphenol Corp /De/)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Issued Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 5 contracts
Samples: ’s Agreement (Amphenol Corp /De/), Management Stockholder's Agreement (Amphenol Corp /De/), Management Stockholder's Agreement (Amphenol Corp /De/)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser 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, will be duly and validly issued, fully paid and nonassessablenonasssessable.
Appears in 5 contracts
Samples: Management Stockholder's Agreement (Rockwood Holdings, Inc.), Management Stockholder’s Agreement (Rockwood Specialties Group Inc), S Agreement (Rockwood Specialties Group Inc)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Purchase Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 4 contracts
Samples: Initial Grant (Evenflo Co Inc), 'S Agreement (Evenflo & Spalding Holdings Corp), S Agreement (Brunos Inc)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser 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, will be duly and validly issued, fully paid and nonassessable.
Appears in 3 contracts
Samples: 'S Agreement (Rockwood Specialties Group Inc), Management Stockholder’s Agreement (ITC Holdings Corp.), Management Stockholder’s Agreement (Sealy Corp)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Employee Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Issued Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 3 contracts
Samples: Employee Stockholder’s Agreement (Bristol West Holdings Inc), Employee Stockholder’s Agreement (Bristol West Holdings Inc), Employee Stockholder’s Agreement (Bristol West Holdings Inc)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Common Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: S Agreement (Medcath Corp), S Agreement (Medcath Corp)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Stock Subscription Agreement (Alliance Imaging Inc /De/), Stock Subscription Agreement (Alliance Imaging Inc /De/)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereofhereof and the Non-Qualified Stock Option Agreement, will be duly and validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Stockholder's Agreement (Accuride Corp), Stockholder's Agreement (Accuride Corp)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the StockShares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Management Shareholders Agreement, Management Shareholders Agreement (Avago Technologies LTD)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Employee Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Issued Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Employee Stockholder's Agreement (Bristol West Holdings Inc)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Optionee that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Independent Director 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 hereofhereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Independent Director Stockholder’s Agreement (Capmark Finance Inc.)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that (ia) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and (iib) the Purchase Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
The Company’s Representations and Warranties. (a) The Company represents and warrants to each of the Purchaser that Purchasers that: (i) this Agreement has been duly authorized, executed and delivered by the Company Company; and (ii) the StockShares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Urstadt Biddle Properties Inc)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.and
Appears in 1 contract
Samples: S Agreement (Amphenol Corp /De/)
The Company’s Representations and Warranties. (a) The Company represents and warrants to the Purchaser that that: (i) this Agreement has been duly authorized, executed and delivered by the Company Company, and (ii) the StockAcquired Securities, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Subscription Agreement (Safeway Inc)
The Company’s Representations and Warranties. (a) a. The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the StockShares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Management Shareholders Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)
