Common use of XXXX INVESTMENT Clause in Contracts

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company. (b) The Company acknowledges that (i) the sale of the St. Xxxx Shares, the St. Xxxx Options and any Common Shares issuable upon exercise of the St. Xxxx Shares will not be registered under any U.S. federal or state securities laws, (ii) the St. Xxxx Shares will be offered and sold in reliance upon the exemptions from registration provided by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Pleasant & Xxxxxx (publicly available February 28, 1992), and applicable exemptions under state securities laws, and (iii) that the certificates for the Common Shares and St. Xxxx Options purchased hereunder, and any Common Shares issued upon exercise of the St. Xxxx Options, will bear a legend noting that they may not be resold or transferred unless registered under the U.S. Securities Act of 1933 or pursuant to a valid exemption therefrom.

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of -27- certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company. (b) The Company acknowledges that (i) the sale of the St. Xxxx Shares, the St. Xxxx Options Option and any Common Shares issuable upon exercise of the St. Xxxx Shares will not be registered under any U.S. federal or state securities laws, (ii) the St. Xxxx Shares and the St. Xxxx Option will be offered and sold in reliance upon the exemptions from registration provided by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Pleasant Plesent & Xxxxxx (publicly available February 28, 1992), and applicable exemptions under state securities laws, and (iii) that the certificates for the Common Shares and St. Xxxx Options Option purchased hereunder, and any Common Shares issued upon exercise of the St. Xxxx OptionsOption, will bear a legend noting that they may not be resold or transferred unless registered under the U.S. Securities Act of 1933 or pursuant to a valid exemption therefrom.

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company. (b) The Company acknowledges that (i) the sale of the St. Xxxx Shares, the St. Xxxx Options Option and any Common Shares issuable upon exercise of the St. Xxxx Shares will not be registered under any U.S. federal or state securities laws, (ii) the St. Xxxx Shares and the St. Xxxx Option will be offered and sold in reliance upon the exemptions from registration provided by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Pleasant Plesent & Xxxxxx (publicly available February 28, 1992), and applicable exemptions under state securities laws, and (iii) that the certificates for the Common Shares and St. Xxxx Options Option purchased hereunder, and any Common Shares issued upon exercise of the St. Xxxx OptionsOption, will bear a legend noting that they may not be resold or transferred unless registered under the U.S. Securities Act of 1933 or pursuant to a valid exemption therefrom.

XXXX INVESTMENT. (a) The Company represents and warrants to St. Xxxx that, assuming St. Xxxx has the requisite power and authority to be the lawful owner of the St. Xxxx Shares, upon issuance and delivery to St. Xxxx or its designees at the Closing of certificates representing the Firm St. Xxxx Shares and the Optional St. Xxxx Shares, as applicable, (i) good and marketable title to such St. Xxxx Shares will pass to St. Xxxx or its designees free and clear of any Encumbrances other than those arising from acts of the Company or its Post-closing Subsidiaries, and (ii) the St. Xxxx Shares will constitute duly and validly issued, fully paid and non-assessable shares of the capital stock of the Company. (b) The Company acknowledges that (i) the sale of the St. Xxxx Shares, the St. Xxxx Options Option and any Common Shares issuable upon exercise of the St. Xxxx Shares will not be registered under any U.S. federal or state securities laws, (ii) the St. Xxxx Shares and the St. Xxxx Option will be offered and sold in reliance upon the exemptions from registration provided by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Pleasant Plesent & Xxxxxx (publicly available February 28, 1992), and applicable exemptions under state securities laws, and (iii) that the certificates for the Common Shares and St. Xxxx Options Option purchased hereunder, and any Common Shares issued upon exercise of the St. Xxxx OptionsOption, will bear a legend noting that they may not be resold or transferred unless registered under the U.S. Securities Act of 1933 or pursuant to a valid exemption therefrom.