Representations and Warranties of the Company Stockholders Sample Clauses
The 'Representations and Warranties of the Company Stockholders' clause sets out the specific statements and assurances that the stockholders of a company make regarding their ownership of shares and related matters in a transaction. Typically, this clause requires stockholders to confirm that they have valid title to their shares, that the shares are free from encumbrances, and that they have the authority to enter into the agreement. By providing these representations and warranties, the clause helps ensure that the buyer receives clear title to the shares and protects against undisclosed claims or liabilities, thereby allocating risk and promoting transparency in the transaction.
Representations and Warranties of the Company Stockholders. Each Company Stockholder represents and warrants as of the date hereof to Acquiror and the Company (severally and not jointly, and solely with respect to itself, himself or herself and not with respect to any other Company Stockholder) as follows:
Representations and Warranties of the Company Stockholders. Each Company Stockholder represents and warrants to Saratoga as follows:
(a) such Company Stockholder owns such Company Stockholder's Securities of record or beneficially free and clear of any lien, security interest, encumbrance or other adverse claim;
(b) such Company Stockholder's Securities set forth on Schedule A hereto are the only securities of the Company owned of record or beneficially by such Company Stockholder or in which such Company Stockholder has any interest, and, except as set forth on Schedule A, such Company Stockholder has no right to acquire any other securities of the Company; and
(c) such Company Stockholder has the right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; such execution, delivery and performance will not violate any applicable law, rule or regulation or any outstanding agreement or instrument to which such Company Stockholder is a party; and this Agreement constitutes a legal, valid and binding agreement on the part of such Company Stockholder enforceable against such Company Stockholder in accordance with its terms.
Representations and Warranties of the Company Stockholders. Each Company Stockholder, on behalf of itself and each other Company Stockholder, hereby severally, but not jointly, represents and warrants to Parent as follows:
Representations and Warranties of the Company Stockholders. Each Company Stockholder hereby makes the following representations and warranties to Parent and Merger Sub:
Representations and Warranties of the Company Stockholders. Each Company Stockholder severally represents and warrants to the Buyer as follows:
Representations and Warranties of the Company Stockholders. Except as set forth in the corresponding sections or subsections of the disclosure letter, dated the date hereof, delivered by the Company to STI (the "Company Disclosure Letter"), the Company Stockholders represent and warrant to STI and Merger Sub, that:
Representations and Warranties of the Company Stockholders. Each of the Company Stockholders, severally and not jointly, represents and warrants to the Parent that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by the Company Stockholders to the Parent on the date hereof (the “Company Stockholder Disclosure Schedule”). The Company Stockholder Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III; and to the extent that it is reasonably apparent from the context thereof that such disclosure also applies to any other numbered paragraph contained in this Article III, the disclosures in any numbered paragraph of the Company Stockholder Disclosure Schedule shall qualify such other corresponding number paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of the Company Stockholder” or any phrase of similar import shall be deemed to refer to the actual knowledge of such Company Stockholder, each individually, only.
Representations and Warranties of the Company Stockholders. Each Company Stockholder hereby severally, and not jointly, represents and warrants to Parent and Buyer as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of the Company Stockholders. The Company Stockholders jointly and severally represent and warrant to IES as follows:
Representations and Warranties of the Company Stockholders. Except as disclosed in writing in the disclosure schedules being delivered at or prior to the execution of this Agreement (the "Disclosure Schedule"), which schedules shall identify the specific sections or subsections in this Agreement to which each such disclosure relates, the Company Stockholders hereby represent and warrant to Parent and Merger Sub as follows: