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 hereby represents, warrants and covenants to the Company as follows:
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 and warrants to, and acknowledges to, and agrees with, the Company as of the date hereof and as of the date of any exercise hereof that:
Representations, Warranties and Covenants of Holder. The Holder makes the following representations, warranties and covenants:
Representations, Warranties and Covenants of Holder. Holder hereby represents, warrants and covenants to Ascend as follows: (a)
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.
Representations, Warranties and Covenants of Holder. Holder represents, warrants, and covenants to the Company as follows:
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:
