Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that:
Purchaser’s Representations, Warranties and Agreements. 2.1. Purchaser represents and warrants that: (a) the making and performance of this Agreement including its agreement to be bound by the Credit Agreement is within its power and has been duly authorized by all necessary corporate and other action by it; (b) this Agreement is in compliance with all applicable laws and regulations promulgated thereunder and entering into this Agreement and performance of its obligations hereunder and under the Credit Agreement will not conflict with nor constitute a breach of its charter or by-laws nor any agreements by which it is bound, and will not violate any judgment, decree or governmental or administrative order, rule or regulation applicable to it; (c) no approval, authorization or other action by, or declaration to or filing with, any governmental or administrative authority or any other Person is required to be obtained or made by it in connection with the execution, delivery and performance of its duties under this Agreement and the Credit Agreement; (d) this Agreement has been duly executed by it, and, this Agreement and the Credit Agreement, constitute its legal, valid, and binding obligation, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (e) the act of entering into and performing its obligations under this Agreement and the Credit Agreement have been approved by its board of directors at an authorized meeting thereof (or by written consent in lieu of a meeting) and such action was duly noted in the written minutes of such meeting, and that it will, if requested by the Administrative Agent, furnish Administrative Agent with a certified copy of such minutes or an excerpt therefrom reflecting such approval.
Purchaser’s Representations, Warranties and Agreements. (a) The Purchaser hereby represents and warrants that he is acquiring the Merger Sub Shares [and the Optional Shares] and, at the time of exercise, the Surviving Corporation Common Stock issuable upon exercise of the Options (collectively, the "Stock") for investment for his or her own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. The Purchaser agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of ("Transfer") any shares of the Stock unless such Transfer complies with Section 4 of this Agreement and (i) such Transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the rules and regulations in effect thereunder (the "Act") or (ii) counsel for the Purchaser (which shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act. Notwithstanding the foregoing, Merger Sub acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4 hereof, (y) a transfer upon the death of the Purchaser to his or her executors, administrators, testamentary trustees, legatees or beneficiaries (the "Purchaser's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the date of the purchase of the Stock in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Purchaser, his or her spouse or the Purchaser's lineal descendants (a "Purchaser's Trust") or a transfer made to such a trust by a person who has become a holder of Stock in accordance with the terms of this Agreement, provided, in each such case under clause (z), that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions h...
Purchaser’s Representations, Warranties and Agreements. Each Purchaser, severally and not jointly, hereby represents and warrants to the Sellers and the Issuer, and acknowledges and agrees with the Sellers and the Issuer, in each case, as applicable, as of the date hereof and as of the Closing, as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Seller to sell the Private Shares to the Purchaser, the Purchaser hereby represents and warrants to the Seller and agrees with the Seller as follows:
Purchaser’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company and agrees with the Company as follows:
Purchaser’s Representations, Warranties and Agreements. The Purchaser hereby represents, warrants and agrees as follows on the date hereof and at the time of each exercise of the Options:
Purchaser’s Representations, Warranties and Agreements. To induce the Sponsor to sell the Shares to the Purchaser, the Purchaser hereby represents and warrants to the Sponsor and the Company and agrees with the Sponsor and the Company as follows:
Purchaser’s Representations, Warranties and Agreements. The Purchaser represents and warrants to the Company that the following representations and warranties are true and correct and will on the Closing Date to be true and correct:
Purchaser’s Representations, Warranties and Agreements. To induce PubCo to issue the PubCo Forward Purchase Securities to the Purchaser, the Purchaser hereby represents and warrants to PubCo and agrees with PubCo as follows:
