The Shareholder. The Shareholder is the lawful owner of record and beneficially of all of the issued and outstanding shares of capital stock of the Seller. The Shareholder has the power, authority and legal right to execute, deliver and perform this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms.
The Shareholder. The representations and warranties of the Shareholder contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of HF Enterprises, shall continue in full force and effect for the benefit of HF Enterprises for a period of one year after the Closing Date.
The Shareholder. The Shareholder is a Minnesota corporation and is duly organized, validly existing and in good standing under the laws of Minnesota. The Shareholder has all requisite power and authority to own, operate and lease its properties and assets (including the Stock) and to conduct its business as it is now being conducted.
The Shareholder. Meeting represents all of the shareholders and its decisions adopted in accordance with the law and with these bylaws are binding upon all shareholders. Shareholder meetings shall be regular or special, as provided by law. A shareholder meeting may also be called away from the company headquarters, provided that it is in Italy. When particular exigencies so require, a regular shareholder meeting for the approval of the annual reports may be called by the governing body within six months following the end of the company fiscal year.
The Shareholder. The Shareholder will deliver the Common Shares with written affidavit or medallion guarantee upon the execution of this Agreement. The Shareholder also agrees to deliver any other document reasonably requested by the Company that it deems necessary for the consummation of the transactions contemplated by this Agreement.
The Shareholder. Shareholder hereby confirms all of the representations and warranties of Seller, and agrees to indemnify and hold Purchaser harmless from and against misrepresentation or breach of any warranty by Seller, or any breach or failure by Seller to comply with any term, covenant or condition of this agreement, as fully as if Shareholder was the Seller herein. Shareholder represents and warrants that he is the shareholder of Seller, and that he has full power and authority to carry out and perform his undertakings and obligations as provided herein. Shareholder agrees as aforesaid to induce Purchaser to enter into this agreement. No action or inaction of Seller or Purchaser, including the giving of notices, shall affect, change or discharge the obligations of the Purchaser's Guarantor hereunder.
The Shareholder. (i) shall promptly notify Difference of the amount of any new Subject Securities acquired by the Shareholder after the execution of this Agreement, and (ii) acknowledges that any such new Subject Securities will be subject to the terms of this Agreement as though owned by the Shareholder on the date hereof.
The Shareholder. (i) has been given the opportunity to ask questions of, and receive answers from, the executive officers of Premiere concerning the terms and conditions of the Merger; has received any documents which the Shareholder may have requested and such additional information as it has deemed necessary or that was otherwise provided to evaluate the merits and risks of the Merger; and has not been furnished any offering literature or prospectus other than as described herein;