Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent as follows:
Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
(a) Stockholder (i) is the record and beneficial owner of the shares of Company Common Stock (together with any shares of Company Common Stock which such Stockholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options, the “Shares”) set forth opposite Stockholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other shares of Company Common Stock or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”).
(b) Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been duly executed and delivered by Stockholder and, assuming this Agreement constitutes legal, valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights.
(d) Neither the execution and delivery of this Agreement nor the consummation by Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which Stockholder is a party or by which Stockholder or Stockholder’s assets are bound. The consummation by Stockholder of the transactions contemplated hereby will not (i) violate any provision of any decree, order or judgment applicable to Stockholder, (ii) require any consent, approval, or notice under any Legal Requirement applicable to Stockholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder, or (iii) if such Stockholder is an entity, violate any provision of such Stockholder’s organizational documents.
(e) The Shares and the certificates, if any, representing the Shares owned by Stockholder are now, and at all tim...
Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to the Company as follows:
Representations and Warranties of Stockholder. The Stockholder hereby represents and warrants to Parent as follows:
Representations and Warranties of Stockholder. Stockholder represents and warrants to the Company that:
Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
Representations and Warranties of Stockholder. Stockholder represents and warrants to Saturn and Merger Sub as follows:
Representations and Warranties of Stockholder. Stockholder represents and warrants to Parent and Merger Sub that:
Representations and Warranties of Stockholder. Stockholder represents and warrants that: (i) Stockholder is the holder of record (free and clear of any liens, encumbrances, pledges or restrictions except as described under the heading "Record Share Encumbrances" on Schedule B attached hereto (the "Record Share Encumbrances")), of the number of outstanding shares of Class A Common Stock, if any, set forth under the heading "Shares Held of Record" on
Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Buyer with respect to himself or herself and his or her ownership of the Shares as follows:
