Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly...
Representations, Warranties and Covenants of the Shareholder. Shareholder represents and warrants to, and agrees with, the Company that:
(a) this Lock-up Agreement has been duly executed and delivered by Shareholder and constitutes a valid and binding obligation of Shareholder enforceable in accordance with its terms;
(b) neither the execution and delivery of this Lock-up Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, be in conflict with or constitute a default under any agreement or instrument to which Shareholder is a party or by which Shareholder may be affected or is bound;
(c) Shareholder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Lock-up Agreement by Shareholder and the consummation of the transactions contemplated hereby; and
(d) Shareholder is now, and will be at all times up to the termination of this Lock-up Agreement, the record and beneficial owner of the Common Stock which at such time is subject to Transfer restrictions pursuant to the terms hereof, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Lock-up Agreement.
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and covenants to the Company that:
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and covenants that:
(a) the Shareholder has the requisite power, authority and capacity to enter into this Agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth and to transfer the legal and beneficial right, title and ownership of the Shares to Mitel and all necessary corporate action has been or will be taken prior to the Closing Date on the part of the Shareholder to transfer the legal and beneficial right, title and ownership of the Shares to Mitel on the Closing Date;
(b) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Shareholder. This Agreement and all documents executed or to be executed by the Shareholder pursuant to this Agreement constitute and will constitute on the Closing Date valid and binding obligations of the Shareholder enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and subject to general principles of equity;
(c) the execution, delivery, and performance of this Agreement by the Shareholder will not (i) constitute a violation of its articles of incorporation or by-laws, each as amended, (ii) result in the breach of or constitute a default under any material agreement of the Shareholder, or (iii) constitute a violation of any law applicable or relating to it or its businesses;
(d) no Person, other than Mitel, has any agreement, option or right to purchase or acquire, or capable of becoming an agreement for the purchase or acquisition of, the Shares; and
(e) the Shareholder has good and marketable title to the Shares and has the exclusive right to dispose of the Shares. The Shares will be transferred and sold to Mitel free and clear of all Encumbrances.
Representations, Warranties and Covenants of the Shareholder. Shareholder hereby represents, warrants and covenants to Parent as follows:
Representations, Warranties and Covenants of the Shareholder. The Shareholder hereby represents, warrants and covenants to Xxxxx as follows:
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and agrees with, the Company that:
(a) this Agreement has been duly executed and delivered by the Shareholder and constitutes a valid and binding obligation of the Shareholder enforceable in accordance with its terms;
(b) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, be in conflict with, or constitute a default under, any agreement or instrument to which the Shareholder is a party or by which the Shareholder may be affected or is bound;
(c) The Shareholder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby; and
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents and warrants to the Purchaser as follows as at the date hereof and immediately prior to the time at which the Subject Shares are acquired pursuant to the Arrangement, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
Representations, Warranties and Covenants of the Shareholder. Shareholder hereby represents, warrants and covenants to 3Dfx as follows:
Representations, Warranties and Covenants of the Shareholder. The Shareholder hereby represents, warrants and covenants to Sterigenics the following:
