Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Corporatefamily Solutions Inc), Underwriting Agreement (Dycom Industries Inc)
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other the applicable organizational documents of such Selling Stockholder to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and on the Second Closing Date (Date, as defined below) applicable, will have, good and valid marketable title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents agreement, as applicable, to enter into this Agreement and its Agreement, the Custody Agreement and the Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents documents, if any, to enter into this Agreement and its Custody Custodian Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement charter or by-laws or other organizational documents to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Franchise Mortgage Acceptance Co)
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid marketable title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents documents, if applicable, to enter into this Agreement and its Custody Agreement and Power of AttorneyAgreement, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunderhereunder.
Appears in 1 contract
Samples: Underwriting Agreement (U S Restaurant Properties Inc)
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and and, if applicable, under its trust agreement charter or other organizational documents by-laws, to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder Shareholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder Shareholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents law, to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder Shareholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Cheesecake Factory Incorporated)
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement charter or by-laws or other organizational documents to enter into this Agreement and its Custody Agreement and Power of AttorneyAgreement, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Zenith National Insurance Corp)
Title to Common Shares to be Sold; All Authorizations Obtained. Such The Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such the Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement charter or other organizational documents by-laws, to enter into this Agreement and its Custody Agreement and Power of AttorneyAgreement, to sell, transfer and deliver all of the Common Shares which may be sold by such the Selling Stockholder pursuant to this Agreement and to comply with its the Selling Stockholder's other obligations hereunder and thereunder.
Appears in 1 contract
Samples: Underwriting Agreement (American Bank Note Holographics Inc)
Title to Common Shares to be Sold; All Authorizations Obtained. Such The Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) ), as applicable, will have, good and valid title to all of the Common Shares which may be sold by such the Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law (and under its any trust agreement or other organizational documents documents) to enter into this Agreement and its Agreement, the Custody Agreement and the Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such the Selling Stockholder pursuant to this Agreement and to comply with its his other obligations hereunder and thereunder.
Appears in 1 contract
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and and, with respect to any entity, under its charter, by-laws, partnership agreement, trust agreement or other organizational documents documents, to enter into this Agreement and its Custody Agreement and Power of AttorneyAgreement, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)
Title to Common Shares to be Sold; All Authorizations Obtained. Such Selling Stockholder Shareholder has, and on the First Closing Date and the Second Closing Date (as defined below) will have, good and valid title to all of the Common Shares which may be sold by such Selling Stockholder Shareholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under its trust agreement or other organizational documents to enter into this Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by such Selling Stockholder Shareholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Appears in 1 contract