Representations and Warranties of the Selling Shareholder Sample Clauses

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to and agrees with each of the Underwriters that: (a) This Agreement has been duly authorized, executed and delivered by the Selling Shareholder. (b) 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 any provision of applicable law, or the memorandum and articles of association of the Selling Shareholder, or any agreement or other instrument binding upon the Selling Shareholder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares. (c) The Selling Shareholder has, and on the Closing Date 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 Shares 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, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a security entitlement in respect of such Shares. (d) Upon payment for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of S...

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Company on and as of the Effective Date and the Closing Date as follows (and any other representations and warranties is expressly excluded): (1) The Selling Shareholder is the sole legal and beneficial owner of the Repurchased Shares, free and clear of any encumbrances (other than those set out in the shareholders’ agreement and amended and restated memorandum and articles of association of the Company), including, without limitation, any pledges, mortgages, liens, charges, claims and any restrictions on transfer or other encumbrances. (2) This Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a valid and legally binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms. (3) The Selling Shareholder has the right to dispose of and sell the Repurchased Share in accordance with the provisions set forth in this Agreement. (4) The Selling Shareholder has all the necessary authorization and capacity to enter into and to perform its obligations under this Agreement. The execution and delivery by the Selling Shareholder of this Agreement, and the performance by the Selling Shareholder of its obligations hereunder will not result in (i) a breach of any contracts or documents to which the Selling Shareholder is a party or is otherwise bound, or (ii) a violation of any statutes, laws, regulations or orders to which the Selling Shareholder is subject. (5) No permit, authorization, order, consent or approval of or by, or any registration or filing with or notice to, any person (governmental or private) is required in connection with the execution, delivery and performance by the Selling Shareholder of this Agreement or the consummation by the Selling Shareholder of the transactions contemplated hereby, except as has been obtained by the Selling Shareholder as of the date hereof. (6) The Selling Shareholder is willing to, and hereby does, forgoes through the sale of the Repurchased Shares the potential for future economic gain that might be realized from owning the Repurchased Shares. The Selling Shareholder acknowledges and agrees that the Repurchase Price may not adequately reflect all available information. The Selling Shareholder understands that the Company’s plans for the future, if successful, may result in the Company’s capital shares becoming significantly more valuable and that the future value of ...

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter and the Company that:

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to and agrees with the Underwriter that: (a) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (b) The execution and delivery of this Agreement and the sale and delivery of the Shares to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder (i) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares to be sold by the Selling Shareholder, (ii) nor will such action result in any violation of (A) the provisions of the charter or by-laws or other organizational instrument of the Selling Shareholder, if applicable, or (B) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties; except in the case of clause (i) or clause (ii)(B), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of the Selling Shareholder‘s obligations hereunder and thereunder. (c) The Selling Shareholder has, and on the Closing Date will have, good title to the Shares 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, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder or a valid security entitlement in respect of such Shares. (d) Upon payment of the purchase price for the Shares to be sold by the Selling Shareholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nom...

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter that: (a) The Selling Shareholder now has, and on the Closing Date and any Option Closing Date will have, good and marketable title to the Shares to be sold by the Selling Shareholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer. (b) The Selling Shareholder now has, and on the Closing Date and any Option Closing Date will have, full legal right, power and authorization, and any approval required by law, to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement, and upon delivery of and payment for such Shares hereunder, the several Underwriters will acquire good and marketable title to such Shares free and clear of any lien, claim, security interest, or other encumbrance. (c) This Agreement between the Selling Shareholder and the Company relating to the Ordinary Shares has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder and is the valid and binding agreement of the Selling Shareholder enforceable against the Selling Shareholder in accordance with its terms. (d) Neither the execution and delivery of this Agreement by or on behalf of the Selling Shareholder nor the consummation of the transactions herein or therein contemplated by or on behalf of the Selling Shareholder requires any consent, approval, authorization or order of, or filing or registration with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required under the Act or such as may be required under state securities laws governing the purchase and distribution of the Shares) or conflicts or will conflict with or constitutes or will constitute a breach of, or default under, or violates or will violate, any agreement, indenture or other instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is or may be bound or to which the Selling Shareholder's property or assets is subject, or any statute, law, rule, regulation, ruling, judgment, injunction, order or decree applicable to the Selling Shareholder or to any property or assets of the Selling Shareholder. (e) The Registration Statement and the Prospectus, insofar as they relate to the Selling Shareholder, do not and will not contain an untrue statement of a material fact or omit to state any material fact required to ...

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Underwriters, as of the date hereof and as of the Closing Date, as follows:

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Buyer the following.

Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents, warrants and covenants to each Underwriter as follows:

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to Bidders, as follows:

Representations and Warranties of the Selling Shareholder. The Selling Shareholder hereby represents and warrants to the Purchaser that the statements in this Section 4 are all true, correct and complete as of the date hereof, as of the Closing Date and, to the best of their knowledge, as of the payment date of the Second Installment: