REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS Clause Samples
The "Representations and Warranties of the Company Shareholders" clause sets out the specific statements and assurances that the shareholders of a company make to the other parties in a transaction, typically in the context of a sale or merger. These representations may cover matters such as the shareholders' ownership of shares, their authority to enter into the agreement, and the absence of undisclosed claims or liabilities related to their shares. By requiring shareholders to make these declarations, the clause helps ensure that the buyer receives accurate information and can seek remedies if any statements prove to be false, thereby allocating risk and promoting transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder severally and not jointly hereby represents and warrants to the Company and SPAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder hereby represents and warrants, severally and not jointly, solely with respect to himself or itself in respect of his or its Company Securities, to HL as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder severally and not jointly hereby represents and warrants to the Company and SPAC during the period starting from the date hereof until the earlier of (1) the Closing and (2) the termination of the Merger Agreement in accordance with its terms (the “Exclusivity Period”) as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder, severally and not jointly, hereby represents and warrants to the Company and SPAC during the period starting from the date hereof until the earlier of (1) the Closing and (2) the termination of the Merger Agreement in accordance with its terms (the “Exclusivity Period”) as follows:
2.1 Such Company Shareholder that is not an individual is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Company Shareholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Company Shareholder;
2.2 Such Company Shareholder that is an individual has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder;
2.3 This Agreement has been duly authorized, executed and delivered by such Company Shareholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies);
2.4 The execution and delivery of this Agreement by such Company Shareholder does not, and the performance by such Company Shareholder of its, his or her obligations hereunder will not: (i) if such Company Shareholder is not an individual, conflict with or result in a violation of the organizational documents of such Company Shareholder; or (ii) require any consent or approval that has not been given or other action that has not been taken by any third party (including under any contract binding upon such Company Shareholder or such Company Shareholder’s Subject Shares), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay such Company Shareholder’s performance of its, his or her obligations under this Agreement;
2.5 There are no Actions pending against such Company ...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders represents and warrants to AremisSoft that, as applied solely itself, all of the following representations and warranties in this Section 2 are true and correct as of the date of this Agreement, and will be true and correct, as amended or supplemented pursuant to this Agreement, on and immediately prior to the Closing Date:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder represents and warrants as of the date hereof to Parent and the Company (solely with respect to itself, himself or herself and not with respect to any other Company Shareholder) as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder, severally and not jointly, hereby represents and warrants to BSAQ and the Company as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder, severally and not jointly with the other Company Shareholders, represents and warrants to Parent and Acquirer in respect of itself, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. As an inducement to Purchaser to enter into this Agreement, each Company Shareholder, severally but not jointly, hereby represent and warrant to Purchaser as follows.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder, solely on behalf of himself, herself or itself, as applicable, hereby represents and warrants severally (not jointly and not jointly and severally) to Purchaser, Holdings and the Company, as of the date hereof, as of the Merger Closing and as of the Share Acquisition Closing, as follows: