Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally 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 Shareholders. The Selling Shareholders represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Shareholders are selling Option Securities on a Date of Delivery, as of each such Date of Delivery, after giving effect to the separation, as applicable, and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly, represents and warrants, solely as to each such Selling Shareholder, to the Underwriter and the Company as of the date hereof, as of the Applicable Time and as of the Closing Time, and agrees with the Underwriter and the Company, as follows:
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to each International Manager as of the date hereof and as of the Closing Time, and agrees with each International Manager, as follows:
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to each Underwriter and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly 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) Such Selling Shareholder has reviewed and is familiar with the Registration Statement and the Prospectuses and the Prospectuses do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the representations and warranties made in this paragraph (i) shall be only with respect to the information furnished in writing by or on behalf of Such Shareholder expressly for use in the Registration Statement (or any amendment thereto).
(ii) Such Selling Shareholder has full right, power and authority to execute, deliver and perform its obligations under this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement, and to sell, transfer and deliver the Securities pursuant to this Agreement; and this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and constitutes a valid and binding agreement of such Selling Shareholder, enforceable against such Selling Shareholder in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equity.
(iii) There is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of such Selling Shareholder, threatened, to which such Selling Shareholder is or would be a party or of which the property of such Selling Shareholder is or may be subject, that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the sale of Securities by such Selling Shareholder or any of the other transactions contemplated hereby or (ii) questions the legality or validity of any such transactions or seeks to recover damages or obtain other relief in connection with any such transactions.
(iv) No filing, authorization, approv...
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to each U.S. Underwriter as of each Date of Delivery, and agrees with each U.S. Underwriter, as follows:
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder, for himself or itself only, and not jointly, represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date and as of each Option Closing Date (if any), and agrees with each Underwriter, as follows:
(a) Such Selling Shareholder has reviewed and will review, and is and will be familiar with, the Registration Statement, with any Rule 462(b) Registration Statement and all amendments thereto, if any, each preliminary prospectus, the Statutory Prospectus and the Prospectus and any amendments or supplements thereto, if any, and the Pricing Disclosure Package, and, at the respective times that the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto became or become effective under the Act, at the Applicable Time, at the Closing Date (and, if any Optional Shares are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, the information relating to such Selling Shareholder (including the information with respect to such Selling Shareholder's Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Shareholder) that is set forth in the Registration Statement or any Rule 462(b) Registration Statement (or in any amendments thereto) or in any preliminary prospectus, the Statutory Prospectus or the Prospectus (or in any amendments or supplements thereto) or in the Pricing Disclosure Package did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. All information furnished or confirmed (orally or in writing) by or on behalf of such Selling Shareholder for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) or the Pricing Disclosure Package is and will be true, complete and correct. Such Selling Shareholder is not prompted to sell the Securities to be sold by such Selling Shareholder under this Agreement by any material non-public information concerning the Company or any Subsidiary which is not set forth in the Statutory Prospectus and the Prospectus.
(b) To the knowledge of such Selling Shareholder, at the respective times the Registration...
Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly 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:
1. Accurate Disclosure. Such Selling Shareholder is not prompted to sell the Securities to be sold by such Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus; provided, however, that this representation and warranty is only being given by those Selling Shareholders who are officers of the Company.
2. Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.