Representations and Warranties by the Selling Shareholders Clause Examples

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to each Underwriter and the Company as of the date hereof, and agrees with each Underwriter and the Company, as follows:

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to each International Manager as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each International Manager, as follows:

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally represents and warrants to each International Manager as of the date hereof and as of the Closing Time, and agrees with each International Manager, as follows:

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to each U.S. Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling U.S. Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each U.S. Underwriter, as follows:

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder represents and warrants to the Placement Agent and the Company as of the date hereof, and as of each Closing Time referred to in Section 2(b) hereof, and agrees with the Placement Agent and the Company, as follows: (i) Such Selling Shareholder now has and at each Closing Time (as defined in Section 2(b) hereof) will have good and valid title to all the Securities to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests and claims whatsoever, with full legal right, power and authority to enter into this Agreement and the Power of Attorney; (ii) Such Selling Shareholder has not taken and will not take, directly or indirectly, any action designed to stabilize or manipulate, or which has constituted stabilization or manipulation of, the price of the Securities in order to facilitate the sale or resale of the Securities or otherwise; (iii) Such Selling Shareholder is disposing of such Securities for his, her or its own account. Such Selling Shareholder is not selling such Securities, directly or indirectly, for the benefit of the Company or the Placement Agent, and no part of the proceeds of such sale to be received by such Selling Shareholder will inure, either directly or indirectly, to the benefit of the Company; (iv) This Agreement and the Power of Attorney have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and this Agreement and the Power of Attorney are valid and binding obligations of such Selling Shareholder enforceable in accordance with their terms; and pursuant to the power of attorney conferred by such Power of Attorney, such Selling Shareholder has, among other things, authorized the Attorney-in-Fact to execute and deliver on such Selling Shareholder's behalf this Agreement and any other document that such Selling Shareholder may deem necessary, advisable or appropriate in connection with the transactions contemplated hereby; (v) Such Selling Shareholder is familiar with the Registration Statement and the Prospectus and has no knowledge of any material information concerning the current operations of the Company or any of its subsidiaries which is required to be set forth in the Prospectus and is not set forth therein. All information furnished in writing to the Company or the Placement Agent by such Selling Shareholder specifically for use in the preparation of the Registration Statement and the Prospectus and other ...

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows: (i) Such Selling Shareholder has reviewed and is familiar with the Registration Statement and the Prospectuses and the Prospectuses do not contain any 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, provided that the representations and warranties made in this paragraph (i) shall be only with respect to the information furnished in writing by or on behalf of Such Shareholder expressly for use in the Registration Statement (or any amendment thereto). (ii) Such Selling Shareholder has full right, power and authority to execute, deliver and perform its obligations under this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement, and to sell, transfer and deliver the Securities pursuant to this Agreement; and this Agreement, the International Purchase Agreement and the Power of Attorney and Custody Agreement have been duly authorized, executed and delivered by or on behalf of such Selling Shareholder and constitutes a valid and binding agreement of such Selling Shareholder, enforceable against such Selling Shareholder in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting enforcement of creditors' rights generally or by general principles of equity. (iii) There is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of such Selling Shareholder, threatened, to which such Selling Shareholder is or would be a party or of which the property of such Selling Shareholder is or may be subject, that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the sale of Securities by such Selling Shareholder or any of the other transactions contemplated hereby or (ii) questions the legality or validity of any such transactions or seeks to recover damages or obtain other relief in connection with any such transactions. (iv) No filing, authorization, approv...

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder severally and not jointly represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows: 1. Accurate Disclosure. Such Selling Shareholder is not prompted to sell the Securities to be sold by such Selling Shareholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus; provided, however, that this representation and warranty is only being given by those Selling Shareholders who are officers of the Company. 2. Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.

Representations and Warranties by the Selling Shareholders. Each Selling Shareholder, severally and not jointly, represents and warrants to each International Manager as of the date hereof, and, if such Selling Shareholder is selling International Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each International Manager, as follows: