Representations and Warranties by the Selling Stockholders Sample Clauses
The "Representations and Warranties by the Selling Stockholders" clause requires the individuals or entities selling their shares to make specific factual statements about themselves and the shares being sold. Typically, this includes confirming their authority to sell, that they own the shares free of encumbrances, and that all necessary consents have been obtained. This clause serves to assure the buyer that the sellers have the legal right to transfer the shares and that there are no undisclosed issues, thereby allocating risk and providing a basis for recourse if any statements prove untrue.
Representations and Warranties by the Selling Stockholders. Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Stockholders. Each of the Selling Stockholders severally represents and warrants to, and agrees with, each of the Underwriters and the Company as of the date hereof and the Closing Date, as set forth below in this Section 2.
(a) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder.
(b) Such Selling Stockholder will be, at the time of delivery of such securities on the Closing Date, the record owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims, and has taken such action that is necessary to deliver the Securities on the Closing Date, and has full power and authority to sell its interest in the Securities. Assuming that each Underwriter acquires its interest in the Securities it has purchased from such Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such Securities delivered on the Closing Date to The Depository Trust Company or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts of such Underwriters maintained with The Depository Trust Company (“DTC”) or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Securities; for purposes of this representation, each Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) DTC will have made appropriate entries to the accounts of the several Underwriters on the records of DTC to credit such Securities to a securities account of each Underwriter maintained by DTC.
(c) Such Selling Stockholder has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the ...
Representations and Warranties by the Selling Stockholders. Each of the Selling Stockholders severally and not jointly represents and warrants to the Underwriter and the Company as of the date hereof, the Applicable Time and as of the Closing Time, and agrees with the Underwriter, as follows:
Representations and Warranties by the Selling Stockholders. Each Selling Stockholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and severally agrees with the Underwriter, as follows, provided, however, with respect to any representation, warranty or agreement relating to the Power of Attorney (as defined below), if a Selling Stockholder is not party to the Power of Attorney, such Selling Stockholder does not make such representations, warranties or agreements:
Representations and Warranties by the Selling Stockholders. Each Selling Stockholder severally represents and warrants to each Underwriter and the Dutch Parties as of the date hereof, the Applicable Time and the Closing Time (as defined below), and agrees with each Underwriter, as follows:
Representations and Warranties by the Selling Stockholders. Each Selling Stockholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time and as of the Closing Time, and severally agrees with the Underwriter, as follows, provided, however, with respect to any representation, warranty or agreement relating to the Power of Attorney (as defined below), if a Selling Stockholder is not party to the Power of Attorney, such Selling Stockholder does not make such representations, warranties or agreements:
Representations and Warranties by the Selling Stockholders. Each ---------------------------------------------------------- Selling Stockholder severally represents and warrants to each International Manager as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each International Manager, as follows:
Representations and Warranties by the Selling Stockholders. Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof and agrees with each Underwriter, as follows:
(i) Such Selling Stockholder has the full right, power and authority to enter into this Agreement and a Custody Agreement (the "Custody Agreement") and to sell, transfer and deliver the Firm Shares to be sold by such Selling Stockholder hereunder. The execution and delivery of this Agreement and the Custody Agreement and the sale and delivery of the Firm Shares to be sold by such Selling Stockholder and the consummation of the transactions contemplated herein and compliance by such Selling Stockholder with its obligations hereunder have been duly authorized by such Selling Stockholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Firm Shares to be sold by such Selling Stockholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, including specifically any Bankruptcy Court, having jurisdiction over such Selling Stockholder or any of its properties.
(ii) Upon delivery of the Firm Shares and payment of the purchase price therefor as herein contemplated, assuming the Underwriters have no notice of any adverse claim, the Underwriters will receive good and marketable title to the Firm Shares purchased by them from such Selling Stockholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
(iii) Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Underwriters the Custody Agreement with ____________, as custodian (the "Custodian"); and the Custodian is authorized to deliver the Firm Shares to be sold by such Selling Stockholder hereunder and to accept payment therefor.
(iv) Such Selling Stockholder has not...
Representations and Warranties by the Selling Stockholders. Representations and Warranties by the Selling Stockholders.
Representations and Warranties by the Selling Stockholders. Except with respect to clauses (iii), (iv) and (v) below, which will not apply to ORIX HLHZ Holding LLC (“ORIX”) insofar as they relate to the Power of Attorney and Custody Agreement, each Selling Stockholder severally represents and warrants to each Underwriter and the Company as of the date hereof, as of the Applicable Time, as of the Closing Time and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter and the Company, as follows: