Representations and Warranties of Shareholders Sample Clauses

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to the Company as follows:
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Representations and Warranties of Shareholders. Each Shareholder hereby severally and not jointly represents and warrants to Acquiror as follows:
Representations and Warranties of Shareholders. Each of the Shareholders hereby severally (and not jointly) represents and warrants to the Parent with respect to itself, as follows:
Representations and Warranties of Shareholders. Each Shareholder severally represents and warrants to Buyer, solely with respect to such Shareholder, that:
Representations and Warranties of Shareholders. Each of the Shareholders represents and warrants to Parent as follows:
Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself that, as at the date hereof:
Representations and Warranties of Shareholders. The Shareholder hereby represents and warrants to Parent and Merger Subsidiary as follows:
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Representations and Warranties of Shareholders. The Shareholders, jointly and severally, represent and warrant to Buyer on the date hereof as follows:
Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent and Merger Sub as follows in respect of such Shareholder:
Representations and Warranties of Shareholders. Each Shareholder represents and warrants to Parent as follows: (a) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder, enforceable in accordance with its terms; (c) such Shareholder’s Company Common Shares listed as owned on Schedule 1 hereto are now and, until the termination of this Agreement, will remain owned by such Shareholder, free and clear of all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement); and (d) other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writing.
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