Representations and Warranties of the Selling Securityholders Clause Samples
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly, represents and warrants to, and agrees with, the Underwriters that:
(a) Such Selling Securityholder has full power and authority to enter into this Agreement and the Power of Attorney and Custody Agreement (as hereinafter defined). All authorizations and consents necessary for the execution and delivery by such Selling Securityholder of this Agreement and the Power of Attorney and Custody Agreement and the performance of the transactions contemplated hereby and thereby have been obtained. Each of this Agreement and the Power of Attorney and Custody Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Securityholder and constitutes a valid and binding agreement of such Selling Securityholder and is enforceable against such Selling Securityholder in accordance with its terms, except, in the case of enforceability, as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity relating to the availability of remedies and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.
(b) Such Selling Securityholder now has, and at the time of delivery thereof hereunder will have, (i) good and marketable title to the Shares to be sold by such Selling Securityholder hereunder, free and clear of all security interests, pledges, liens, encumbrances, equities, charges and claims whatsoever, and (ii) full legal right and power, and all authorizations and approvals required by law, except as required under the Act and the state Blue Sky laws or by the NASD, to sell, transfer and deliver the Shares to be sold by such Selling Securityholder to the Underwriters hereunder and to make the representations, warranties and agreements made by such Selling Securityholder herein. Upon the delivery of and payment for the Shares to be sold by such Selling Securityholder hereunder, such Selling Securityholder will deliver good and marketable title thereto, free and clear of all security interests, pledges, liens, encumbrances, equities, charges and claims whatsoever.
(c) On the Closing Date and the Additional Closing Date, if any, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares...
Representations and Warranties of the Selling Securityholders. Each -------------------------------------------------------------- Selling Securityholder represents and warrants to, and agrees with, each of the several Underwriters that:
(a) Such Selling Securityholder has full power to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriters the Securities to be sold by such Selling Securityholder hereunder in accordance with the terms of this Agreement; and this Agreement has been duly executed and delivered by such Selling Securityholder.
(b) Such Selling Securityholder has duly executed and delivered a power of attorney and custody agreement (with respect to such Selling Securityholder, the "Power-of-Attorney" and the "Custody Agreement", respectively), each in the form heretofore delivered to the Representatives, appointing ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as such Selling Securityholder's attorney-in-fact (the "Attorney-in-Fact") with authority to execute, deliver and perform this Agreement on behalf of such Selling Securityholder and appointing Norwest Bank Minnesota, N.A., as custodian thereunder (the "Custodian"). Certificates in negotiable form, endorsed in blank or accompanied by blank stock powers duly executed, with signatures appropriately guaranteed, representing the Securities to be sold by such Selling Securityholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement for the purpose of delivery pursuant to this Agreement. Such Selling Securityholder has full power to enter into the Custody Agreement and the Power-of-Attorney and to perform its obligations under the Custody Agreement. The Custody Agreement and the Power-of-Attorney have been duly executed and delivered by such Selling Securityholder and, assuming due authorization, execution and delivery by the Custodian, are the legal, valid, binding and enforceable instruments of such Selling Securityholder. Such Selling Securityholder agrees that each of the Securities represented by the certificates on deposit with the Custodian is subject to the interests of the Underwriters hereunder, that the arrangements made for such custody, the appointment of the Attorney-in-Fact and the right, power and authority of the Attorney-in-Fact to execute and deliver this Agreement, to agree on the price at which the Securities (including such Selling Securityholder's Securities) are to be sold to the Underwriters, and to carry out the terms of this...
Representations and Warranties of the Selling Securityholders. Except as set forth in the Disclosure Schedules with respect to specific sections of this Article 3, or as disclosed in another section of the Disclosure Schedule, if it is reasonably apparent on the face of the Disclosure Schedule that it is applicable to another section of this Article 3, as of the date of this Agreement and as of the Closing, each of the Selling Securityholders represents and warrants as to such Selling Securityholder only, severally and not jointly, to and for the benefit of the Indemnitees, as follows:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly with the other Selling Securityholders, represents and warrants to and agrees with each of the Underwriters that:
(a) such Selling Securityholder has not, prior to the execution of this Agreement, offered or sold any Offered ADSs or Ordinary Shares by means of any “prospectus” (within the meaning of the Act), or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Offered ADSs, in each case other than the then most recent Preliminary Prospectus;
(b) the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; at no time during the period that begins on the earlier of the date of such Preliminary Prospectus and the date such Preliminary Prospectus was filed with the Commission and ends at the time of purchase did or will any Preliminary Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at no time during such period did or will any Preliminary Prospectus, as then amended or supplemented, together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, if any, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Offered ADSs did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the date of any Permitted ...
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder represents and warrants as to itself only, to the Purchaser as follows:
Representations and Warranties of the Selling Securityholders. The Selling Securityholders represent and warrant to, and agree with, the several Underwriters that:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly, represents and warrants to, and agrees with, the each of the Company and the several Underwriters that:
(a) At the Closing Date, such Selling Securityholder will have good and marketable title to the Secondary Securities to be sold by it, free and clear of all liens, and full right, power and authority to effect the sale and delivery of the Secondary Securities; and upon the delivery of, against payment for, the Secondary Securities pursuant to this Agreement, and assuming an Underwriter does not have notice of any adverse claim, such Underwriter will acquire good and marketable title thereto, free and clear of all liens.
(b) Such Selling Securityholder has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Securityholder.
(c) No consent, approval or waiver is required under any instrument or agreement to which such Selling Securityholder is a party or by which such Selling Securityholder is bound in connection with the offering, sale or purchase by the Underwriters of any of the Secondary Notes that may be sold by such Selling Securityholder under this Agreement or the consummation by such Selling Securityholder of any of the other transactions contemplated hereby.
(d) Such Selling Securityholder has not and until the Closing Date will not create any derivative or security linked to the Secondary Notes.
Representations and Warranties of the Selling Securityholders. Each -------------------------------------------------------------- Selling Securityholder represents and warrants to, and agrees with, each of the several Underwriters that: 3.
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally and not jointly, represents and warrants to Buyer and Merger Sub as of the Effective Date as follows:
Representations and Warranties of the Selling Securityholders. Each Selling Securityholder, severally for itself only and not jointly, represents and warrants to, and agrees with, each of the several Underwriters and the Company that:
10 11 (a) Such Selling Securityholder has full power (corporate and other) to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriters the Securities to be sold by such Selling Securityholder hereunder in accordance with the terms of this Agreement; the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of such Selling Securityholder; and this Agreement has been duly executed and delivered by such Selling Securityholder.