Stockholders’ Representation and Warranties. Each Stockholder severally, as to itself only, represents and warrants to Halcon that (a) such Stockholder has duly authorized, executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement, enforceable in accordance with its terms, and neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will constitute a violation of, a default under, or conflict with any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound; (b) consummation by such Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of law other than filing on Schedule 13D that may be required under the Securities Exchange Act of 1934, as amended; (c) except to the extent contemplated herein, such Stockholder’s shares of Stock and the certificates representing such shares are now and at all times during the term of this Agreement will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements or any other encumbrances whatsoever (“Encumbrances”) with respect to the ownership or voting of such shares of Stock or otherwise, other than Encumbrances created by or arising pursuant to this Agreement; (d) there are no outstanding options, warrants or rights to purchase or acquire, or proxies, powers-of-attorney, voting agreements, trust agreements or other agreements relating to, such shares of Stock other than this Agreement; and (e) such Stockholder has the present power and right to vote all the shares of Stock as contemplated herein.
Stockholders’ Representation and Warranties. Each Stockholder severally, as to itself only, represents and warrants to Halcon that
Stockholders’ Representation and Warranties. Each Existing Stockholder represents and warrants to the Trustee that such Existing Stockholder owns that number of Shares set forth opposite his, her or its name on Exhibit A hereto, free and clear of all liens, claims and encumbrances of any kind whatsoever.
Stockholders’ Representation and Warranties. Each Stockholder ------------------------------------------- hereby represents and warrants to the Company and to each other Stockholder that he, she or it is eligible to hold the stock of a "small business corporation" within the meaning of Section 1361(b) of the Code (a small business corporation for which a valid S Election is in effect is referred to herein as an "S Corporation") and that such Stockholder is described in Section 1361(b)(1)(B) of the Code. An "S Election" shall mean an election pursuant to Section 1362(a) of the Code. Each Stockholder further represents and warrants that he, she or it is not (and whose spouse, if any, is neither) a nonresident alien of the United States or a resident of, nor subject to any jurisdiction, having laws governing community property, or having adopted in whole or in part the Uniform Marital Property Act. Each Stockholder further represents and warrants that he, she or it does not hold any of the Shares as the nominee or agent of any other Person and that he, she or it does not hold any of the Shares as a tenant in common, joint tenant or tenant by the entirety with any other Person.
