REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders represent and warrant as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder, severally and not jointly and only as to itself, represents and warrants to the Parent, as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents and warrants to the Buyer, as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. Each of the Shareholders severally and not jointly represent, warrant and agree that:
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents to and agrees with the other Shareholders and the Corporation that such Shareholder is the legal holder and beneficial owner of the Shares currently owned by such Shareholder, that such Shares and the Shares hereafter acquired by such Shareholder will be owned free and clear of all liens, claims, charges, options and encumbrances other than restrictions on transfer under this Agreement, and applicable federal and state securities laws, and that such Shareholder will have the right to transfer such Shares upon the terms and subject to the conditions of this Agreement.
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent as follows: (a) the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and legally binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Shareholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to such Shareholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Shareholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority (other than any filings required pursuant to Section 10 of this Agreement) or pursuant to the Exchange Act or the Securities Act; (d) subject to the Permitted Pledges, the Shareholder owns beneficially and has the power to vote or direct the voting of, the Shareholder’s Shares, including the Existing Shares of such Shareholder, a complete and accurate schedule of which is set forth opposite such Shareholder’s name on Schedule A; (e) the Shareholder owns beneficially the Shareholder’s Shares, including the Existing Shares of such Shareholder, free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any Permitted Pledge and any restrictions created by this Agreement or under applicable federal or state securities laws); and (f) the Shareholder or his or her advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Shareholder agrees that it shall not take any action that would have the effect of preventing, impairing, dela...
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents to and agrees with the other Shareholders and the Corporation that: (a) such Shareholder is the legal holder and beneficial owner of the Shares currently owned by such Shareholder, as listed on Schedule A hereto, (b) such Shares are free and clear of all liens, claims, charges, options and encumbrances other than restrictions on transfer under this Agreement, and applicable federal and state securities laws, (c) such Shareholder has the right, power and authority to execute, deliver and perform its obligations under this Agreement and all requisite corporate or other action has been taken, and (d) such Shareholder will have the right to transfer such Shares upon the terms and subject to the conditions of this Agreement.
REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder hereby represents and warrants that effective this date and as of the date of Closing, the representations and warranties listed below are true and correct:
REPRESENTATIONS OF THE SHAREHOLDERS. Each of the Shareholders, severally and not jointly, represents and warrants to NCBE as follows:
REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders, individually, represent and warrant to the Purchaser as of the date of this Agreement and as of the date of the Closing as follows:
