Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b ) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound; and (d) as of the date of this Agreement, the Xxxxxxx Parties and their Affiliates have aggregate economic exposure to 9,988,412 shares of Company Common Stock.
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Representations and Warranties of the Xxxxxxx Parties. Each of the Xxxxxxx Party Parties represents and warrants to the Company as follows: that (a) such the authorized signatories of the Xxxxxxx Party has Parties set forth on the signature page hereto have the corporate power and authority to execute, deliver execute this Agreement and carry out the terms and provisions of any other documents or agreements to be entered into in connection with this Agreement and to consummate bind the transactions contemplated by this Agreement; Xxxxxxx Parties thereto, (b b) this Agreement has been duly and validly authorized, executed and delivered by such the Xxxxxxx PartyParties, constitutes a valid and binding obligation and agreement of such the Xxxxxxx Party Parties, and is enforceable against such the Xxxxxxx Party Parties in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; , (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of, the organizational documents of the Xxxxxxx Parties as currently in effect, (d) the execution, delivery and performance of this Agreement by such the Xxxxxxx Party Parties does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to such the Xxxxxxx PartyParties, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such any of the Xxxxxxx Party Parties is a party or by which it is bound; and , (de) as of the date hereof, the Xxxxxxx Parties beneficially own, in the aggregate, 12,475,000 shares of Common Stock, and have economic exposure, in the aggregate, comparable to an interest in an additional 21,498,099 shares of Common Stock outstanding, (f) as of the date hereof, except as set forth in this Agreement or disclosed in the Schedule 13D filings of the Xxxxxxx Parties made prior to the date of this Agreement, none of the Xxxxxxx Parties or any of their Associates or Affiliates currently have, nor currently have any right to acquire, or any interest in, any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event or other contingency) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or hedging transactions or other derivative arrangements designed to produce economic benefits and their Affiliates have aggregate economic exposure risks that correspond to 9,988,412 shares the ownership of Company Common Stock, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement), (g) the Support Agreement is in full force and effect as of the date hereof and the voting obligations thereunder will not be amended without the prior written consent of the Company, (h) the Additional Nominees will be independent of the Xxxxxxx Parties (for the avoidance of doubt, the nomination by the Xxxxxxx Parties of such person to serve on the board of directors of any other company shall not (in and of itself) cause such person to not be deemed independent of the Xxxxxxx Parties), and (i) the Xxxxxxx Parties will not, directly or indirectly, compensate or agree to compensate any of the Additional Nominees for his or her respective service as a nominee or director of the Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation directly or indirectly related to the Company or its securities.
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Samples: Agreement (American Capital, LTD)
Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b b) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights right of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound; and (d) as of the date of this Agreement, the Xxxxxxx Parties Parties, their Affiliates and their Affiliates Associates collectively beneficially own 37,582,649 shares of Company Common Stock, have aggregate economic exposure to 9,988,412 37,582,649 shares of Company Common Stock and have a net long position (as defined in Rule 14e-4 under the Exchange Act) in respect of 37,582,649 shares of Company Common Stock. Each Xxxxxxx Party agrees during the Cooperation Period to update and advise the Company of such Xxxxxxx Party’s beneficial ownership of shares of Company Common Stock as of such date as the Investor Designee or Additional Independent Director (or any Replacement New Director) ceases to be director. Upon the request of the Company, the Xxxxxxx Parties will also apprise the Company of its then-current beneficial ownership with respect to the shares of Company Common Stock so that the Company may assess whether the Minimum Ownership Threshold has been crossed.
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Samples: Cooperation Agreement (Ebay Inc)
Representations and Warranties of the Xxxxxxx Parties. Each Xxxxxxx Party represents and warrants to the Company as follows: (a) such Xxxxxxx Party has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b b) this Agreement has been duly and validly authorized, executed and delivered by such Xxxxxxx Party, constitutes a valid and binding obligation and agreement of such Xxxxxxx Party and is enforceable against such Xxxxxxx Party in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Agreement by such Xxxxxxx Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Xxxxxxx Party, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Xxxxxxx Party is a party or by which it is bound; and (d) as of the date of this Agreement, the Xxxxxxx Parties and their Affiliates collectively have aggregate economic exposure to 9,988,412 shares of 45,932,965 Company Common StockOrdinary Shares.
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