Representations and Warranties of the Selling Shareholders. Each Selling Shareholder severally represents and warrants to and agrees with each of the Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.
(b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement and the Power of Attorney and Custody Agreement signed by such Selling Shareholder appointing certain individuals as such Selling Shareholder’s attorneys-in-fact to the extent set forth therein and relating to the deposit of the Shares to be sold by such Selling Shareholder (the “Power of Attorney and Custody Agreement”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws of such Selling Shareholder (if such Selling Shareholder is an entity) or other organizational documents of such Selling Shareholder (if such Selling Shareholder is another type of entity), (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except in the cases of clause (iii) as would not, individually or in the aggregate, impair the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Power of Attorney and Custody Agreement. No consent, approval, authorization or order of, or filing or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement or the Power of Attorney and Custody Agreement of such Selling Shareholder, except for such consents, approvals, authorizations, orders or qualifications as may be required by the securities or blue sky laws and regulations of the various states in connection with the offer and sale of the Shares.
(c) Such 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 in respect of, the Shares to be sold by such 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 the Power of Attorney and Custody Agreement and to sell, transfer and deliver the...
Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholders severally represents and warrants to each Underwriter and the Company that:
Representations and Warranties of the Selling Shareholders. Each of the Selling Shareholders, severally and not jointly, represents and warrants to the Underwriters as to itself that:
(a) Such Selling Shareholder is the lawful owner of the number of Shares, or securities convertible into or warrants exercisable for the number of Shares, to be sold by such Selling Shareholder pursuant to this Agreement and, at the time of delivery thereof, will be the lawful owner of the Shares to be sold by such Selling Shareholder pursuant to this Agreement and will have valid and marketable title to such Shares, and upon delivery of and payment for such Shares the Underwriters will acquire valid and marketable title to such Shares free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title (other than any such claim, lien, encumbrance, security interest, community property right, restriction on transfer or other defect in title created by any Underwriter), assuming each of the Underwriters has purchased the Shares purchased by it in good faith and without notice of any adverse claim.
(b) Such Selling Shareholder has and at the time of delivery of such Shares will have full legal right, power and capacity, and any approval required by law (other than state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters), to sell, assign, transfer and deliver such Shares in the manner provided in this Agreement.
(c) This Agreement has been duly authorized, executed and delivered by such Selling Shareholder. The Power of Attorney executed by the Selling Shareholders (the "Power of Attorney") and the Custody Agreement among the Selling Shareholders and Xxxxx Xxxxxx, P.A. (the "Custody Agreement") have been duly executed and delivered by such Selling Shareholder and are legal, valid and binding agreements of such Selling Shareholder, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity.
(d) Such Selling Shareholder has duly and irrevocably authorized the Attorney in Fact (as defined in the Power of Attorney), on behalf of such Selling Shareholder, to execute and deliver this Agreement and any other document necessary or desirable in connection with the transactions contemplated hereby and to deliver the Shares to be sold by suc...
Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:
(a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.
(b) The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws or other organizational documents of such Selling Shareholder, as applicable, or (iii) any agreement or other instrument binding upon such Selling Shareholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Shareholder, except, in the case of clauses (i), (iii) and (iv), where such contravention would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Shareholder of its obligations under this Agreement of such Selling Shareholder, except such consent, approval, authorization or order of, or qualification, as has been obtained and as may be required by the securities or Blue Sky laws of the various jurisdictions in connection with the offer and sale of the Shares to be sold by such Selling Shareholder or as would not impair in any material respect such Selling Shareholder’s ability to fulfill its obligations under this Agreement.
(c) Such Selling Shareholder has, and immediately prior to 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 in respect of, the Shares to be sold by such Selling Shareholder pursuant to this Agreement 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 such Selling Shareholder or a security entitlement in respect of such Shares.
(d) Upon payment for the Shares to be sold by such 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...
Representations and Warranties of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, solely as to itself and not as to any other Selling Shareholder, represents and warrants to the Purchaser, as of the date hereof, the following:
Representations and Warranties of the Selling Shareholders. The Selling Shareholders, severally and not jointly, hereby represent and warrant to the Underwriters, as of the date hereof and as of the Closing Date, as follows:
Representations and Warranties of the Selling Shareholders. In order to induce the members of the Underwriting Group to enter into this Agreement, each of the Selling Shareholders, severally and not jointly, represents and warrants to and agrees with the members of the Underwriting Group as follows:
Representations and Warranties of the Selling Shareholders. In addition to the representations, warranties and covenants set forth in Section 1(A), each Selling Shareholder represents, warrants and covenants to each Underwriter as follows:
Representations and Warranties of the Selling Shareholders. The Selling Shareholders represent and warrant to the Company that:
Representations and Warranties of the Selling Shareholders. As of the Closing, the Selling Shareholders, represent and warrant to PGT, and acknowledge that PGT is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of PGT, as follows:
