Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Representations, Warranties and Covenants of Holder. Holder represents, warrants, and covenants to the Company that:
Representations, Warranties and Covenants of Holder. (a) Holder hereby represents, warrants and covenants to Acquiror that Holder (i) is the beneficial owner of the Subject Shares reflected on Schedule A, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Target other than the Subject Shares reflected on Schedule A (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.
(b) Holder hereby represents and warrants that any proxies heretofore given in respect of the Subject Shares with respect to the matters described in Section 3 hereof are not irrevocable, and Holder hereby revokes any and all prior proxies with respect to such Subject Shares as they relate to such matters. Prior to the Expiration Date, Holder shall not directly or indirectly grant any proxies or powers of attorney with respect to the matters set forth in Section 3 hereof (other than to Parent), deposit any of the Subject Shares or enter into a voting agreement (other than this Agreement) with respect to any of the Subject Shares relating to any matter described in Section 3.
(c) Holder shall not, and shall cause its Affiliates and its and their authorized representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage any proposal that constitutes, or could reasonably be expected to lead to, an Alternative Transaction, (ii) participate or engage in discussions or negotiations with, or disclose or provide any non-public information relating to Holder, Target, Target’s subsidiaries, Parent or Merger Sub or this Agreement or the Merger Agreement and the transactions contemplated hereby and thereby to, or afford access to any of the properties, books or records of Holder, Target or Target’s subsidiaries to, any Person with respect to any Alternative Transaction, (iii) approve, endorse, recommend or vote for (or consent to) any Alternative Transaction or (iv) enter into any agreement or agreement in principle with any Person with respect to an Alternative Transaction. Notwithstanding anything to the contrary contained in this Agreement, (i) the provisions of this Agreement apply solely to Holder when acting in his or its capacity as a shareholder of Target and not when acti...
Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Company as follows:
(a) Holder is acquiring the Warrant, and upon exercise of the Warrant will acquire the Warrant Shares, for its own account with no intention of distributing or reselling the Warrant or Warrant Shares in any transaction that would be a violation of the securities laws of the United States or any state, without prejudice to the Holder’s rights at all times to sell or otherwise dispose of all or part of such Warrant under a registration under the Securities Act or an exemption available thereto. Holder is aware that neither the Warrant nor the Warrant Shares are registered under the Securities Act or any state or other jurisdiction’s securities laws, and that Holder must hold the Warrant and the Warrant Shares indefinitely unless subsequently registered or an exemption from registration is available. Holder understands and agrees that the Warrant will bear the restrictive legend set forth on the Warrant and that the Warrant Shares will bear the legend set forth in Section 12 of this Warrant Agreement. Holder represents and warrants that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Parent that Holder (i) is the registered owner and, as set forth on the signature page, beneficial owner, of the Shares and Options to purchase Company Common Stock, if any, indicated below Holder’s signature on the signature page to this Agreement, and (ii) is not the registered owner of any shares, options or other securities in, or convertible into, share capital of the Company, other than the Shares and the Options to purchase Company Common Stock, if any, indicated below Holder’s signature on the last page of this Agreement. Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Ascend as follows:
Representations, Warranties and Covenants of Holder. Holder represents, warrants, and covenants to the Company as follows:
Representations, Warranties and Covenants of Holder. The Holder hereby represents and warrants to the Company as of the date hereof and as of the date of any exercise hereof that:
(a) it is acquiring this Warrant and, upon exercise of this Warrant, the Warrant Shares, for its own account, without a view to the distribution thereof, without prejudice, however, to Holder’s right to Transfer the Warrant Shares in compliance with applicable Securities Law.
(b) it is an “accredited investor” within the meaning of Regulation D, under the Securities Act.
(c) it acknowledges that (i) this Warrant and the Warrant Shares have not been registered under the Securities Act or any state securities laws, in reliance on the non-public offering exemption contained in Section 4(2) of the Securities Act and Regulation D thereunder and, as such, the Warrant and the Warrant Shares are “restricted securities” under the Securities Act; (ii) because the Warrant and the Warrant Shares are not so registered, it must bear the economic risk of holding this Warrant and the Warrant Shares for an indefinite period of time unless this Warrant and/or the Warrant Shares are subsequently, registered under the Securities Act or an exemption from such registration is available with respect thereto; (iii) it is familiar with Rule 144 under the Securities Act and the restrictions on resale thereunder; and (iv) there is no trading market for this Warrant or the Warrant Shares and there is no expectation that such market will exist in the future.
(d) it will not assign or transfer this Warrant or the Warrant Shares except in accordance and in compliance with the requirements of the Securities Act, as then in effect.
Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Parent that Holder: (i) is the Beneficial owner of the Shares, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any Liens, claims, options (or any other commitments obligating Holder to sell or otherwise dispose of the Shares), charges or other encumbrances, including any restrictions on Holder's right to vote the Shares, (ii) does not Beneficially own any shares of capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims Beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy.
Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to the Corporation as of the Closing Date:
