Representations of Stockholder. The Stockholder represents and warrants to the Company that:
Representations of Stockholder. Stockholder represents and warrants to Parent that:
Representations of Stockholder. The Stockholder represents and warrants to the Company, as of the date hereof and the Closing Date, that:
Representations of Stockholder. Stockholder represents and warrants to BK that:
Representations of Stockholder. Each Stockholder hereby severally and not jointly represents and warrants to Parent on the Execution Date and immediately prior to the Closing on the Closing Date that:
Representations of Stockholder. Each Stockholder represents that such Stockholder:
Representations of Stockholder. The Stockholder represents that:
Representations of Stockholder. The Stockholder represents and warrants to IMS that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of record each of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto or any security exercisable for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and the Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockholder of the...
Representations of Stockholder. The Stockholder represents that he (a) is the holder of 7,367,883 shares of the Common Stock, $0.001 par value, of the Company (the Stockholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of the Company other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.
Representations of Stockholder. The Stockholder represents, warrants and covenants to the Company that: (i) Stockholder has the full legal right, power and authority to enter into and perform this Agreement; (ii) the execution and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement have been duly authorized by the Stockholder; (iii) this Agreement constitutes a valid, binding and enforceable Agreement of the Stockholder; (iv) the Stockholder owns, directly or indirectly, beneficially or otherwise, 11,210 shares of the Company’s common stock; and (v) Stockholder will not request, directly or indirectly, a waiver or modification of any provision of this Agreement.
