Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Company and each Underwriter at each Representation Date as follows:
Representations and Warranties by the Selling Shareholder. The Selling Shareholder hereby covenants with, represents and warrants to the Purchaser as follows:
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to each International Manager as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each International Manager, as follows:
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Closing Time and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to, and agrees with, the Underwriter that:
(a) The Selling Shareholder has, and will have, valid and marketable title to the Securities to be sold by it; upon the sale of such Securities to the Underwriter pursuant to this Agreement (whether the time of purchase or any additional time of purchase, as the case may be), all right, title and interest in such Securities will be transferred to the Underwriter free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title;
(b) The Selling Shareholder has and, at the Time of Delivery (whether the time of purchase or any additional time of purchase, as the case may be), will have full legal right, power and capacity, and all authorizations and approvals required by law (other than those imposed by the Act and state securities or blue sky laws), to (i) enter into this Agreement, (ii) sell, assign, transfer and deliver such Securities in the manner provided in this Agreement, (iii) deposit such Securities in the account(s) designated by Celfin, (iv) make the representations, warranties and agreements made by such Selling Shareholder herein and therein;
(c) This Agreement has been duly executed and delivered by the Selling Shareholder, and is a legal, valid and binding agreement of the Selling Shareholder enforceable in accordance with its terms;
(d) The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, will comply, in all material respects, with the requirements of the Act; the ADR Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, will comply, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the date of its effectiveness, contain an untrue sta...
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to Merxxxx Xxnxx xx of the date hereof and as of the Closing Date, and agrees with Merxxxx Xxnxx, xs follows:
(i) The information provided by the Selling Shareholder in (A) the Base Prospectus, which consists solely of (i) the last two sentences in the first paragraph under the caption "Selling Stockholders", (ii) the name "Santusa Holding, S.L.", and the figure "30,000,000" set forth opposite such name under the heading "Number of Shares of Common Stock Beneficially Owned Prior to this Offering", each of which appears in the table found under the caption "Selling Stockholders", and (iii) the sixth paragraph under the caption "Selling Stockholders" and (B) the Final Prospectus, which consists solely of (i) the phrase "Santusa Holding, S.L. ("Santusa"), an affiliate of Banco Santander Central Hispano, S.A." and the sentence "Santusa's address is Pasxx xx xx Xxxxxxxxxx 00, 00000 Xxxxxx, Xxxxx", each of which occurs in the initial paragraph under the caption "Selling Stockholder" in the Final Prospectus, (ii) the name "Santusa Holding, S.L.", which appears in the table found under the caption "Selling Stockholder" in the Final Prospectus and (iii) the figures "30,000,000", "25,000,000" and "5,000,000" which appear in the table found under the caption "Selling Stockholder" in the Final Prospectus, is true, correct and complete and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading.
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to the Underwriter that:
(i) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder.
(ii) The execution and delivery by the Selling Shareholder of, and the performance by the Selling Shareholder of its obligations under, this Agreement, will not contravene (i) the articles of incorporation or by-laws, or other organizational documents of the Selling Shareholder, (ii) any other agreement or instrument to which the Selling Shareholder is a party which is material to the Selling Shareholder or to the Selling Shareholder’s ability to perform its obligations under this Agreement, (iii) any provision of applicable law or (iv) any judgment, order, decree or regulation applicable to the Selling Shareholder of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Selling Shareholder, except in the case of clauses (ii), (iii) and (iv), as would not reasonably impair its ability to perform its obligations hereunder. No consent, approval, authorization or order of, or registration or filing with, any governmental body or agency, is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (i) such as may be required under the 1933 Act, the 1934 Act, applicable state securities or blue sky laws in connection with the offer and sale of the Securities and from FINRA and (ii) where the failure to so obtain or make individually or in the aggregate could not reasonably be expected to impair, in any material respect, the ability of the Selling Shareholder to perform its obligations under this Agreement.
(iii) The Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8‑501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder pursuant to this Agreement.
(iv) Upon payment for the Securities to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Securities, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Compan...
Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
(i) Accurate Disclosure. The disclosure in the Prospectus under the heading "Selling Shareholder" does not include any untrue statement of material fact or omit to state a material fact necessary to make the statements therein not misleading. The Selling Shareholder is not prompted to sell the Securities to be sold by the Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the Prospectus.
