Representations and Warranties of the Shareholder. The Shareholder represents and warrants to Purchaser as follows:
Representations and Warranties of the Shareholder. 5.1 The Shareholder represents and warrants to the Offeror as follows and acknowledges that the Offeror is relying upon these representations and warranties in connection with the entering into of this Agreement and the Acquisition Agreement and the purchase by the Offeror of the Deposited Shares under the Offer:
(a) in the case that the Shareholder is not an individual, the Shareholder is validly existing under the laws of its jurisdiction of formation and has the requisite power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;
(b) in the case that the Shareholder is not an individual, the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized by its board of directors (or equivalent body) and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Offeror, constitutes a legal, valid and binding obligation, enforceable by the Offeror against the Shareholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;
(i) the Shareholder is the sole registered and/or direct or indirect beneficial owner of the number of Company Shares listed opposite the Shareholder's name on Schedule "A" and is the sole legal and beneficial owner of the number of Options listed opposite the Shareholder's name on Schedule "B"; (ii) the only Company Shares or other securities of the Company directly or indirectly beneficially owned, or over which control or direction is directly or indirectly exercised, by the Shareholder are those listed opposite the Shareholder's name on Schedule "A" and Schedule "B"; and (iii) except as listed on Schedule "B", the Shareholder has no agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of any additional Company Shares or other securities of the Company;
(e) the Shareholder has the sole r...
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent as follows:
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub that:
(i) The Shares listed on Annex A opposite the Shareholder’s name are the only shares of Company capital stock, securities convertible into Company capital stock, or other rights in respect of Company capital stock (collectively, “Company Securities”) owned of record or beneficially by the Shareholder or in which the Shareholder has any interest; (ii) except as set forth on Annex A, such Shares are owned by the Shareholder, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever except for liens, claims or charges arising from margin loans from a bank or brokerage firm and except as contemplated by this Agreement, and none of such Shares is subject to any voting trust or other agreement or arrangement (except as created by this Agreement) with respect to the voting of such Shares; and (iii) the Shareholder does not presently own any options to purchase or rights to subscribe for or otherwise acquire any other shares of Company Common Stock except as set forth in Annex A.
(b) The Shareholder has full right, power and authority to execute and deliver this Agreement and to perform all of such Shareholder’s obligations hereunder, and such execution, delivery and performance have been duly authorized by all requisite action of the Shareholder and no other legal proceedings are necessary therefor.
(c) This Agreement has been duly and validly executed and delivered by the Shareholder and represents a valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally or laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Except as noted on Annex A, the execution, delivery and performance of this Agreement by the Shareholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which the Shareholder is a party or by which the Shareholder is bound or require the consent of any other person or any party pursuant thereto, (ii) any judgment, decree or order applicable to the Shareholder, or (iii) any applicable law, statute, rule or regulation.
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and ...
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and the Purchaser as follows:
Representations and Warranties of the Shareholder. The Shareholder represents and warrants as follows:
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Company as follows:
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to and covenants with the Offeror as follows, and acknowledges that the Offeror is relying upon such representations, warranties and covenants in entering into this Agreement:
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to Parent and Merger Sub as follows:
