Shareholder Representations. The Shareholder represents and warrants as follows:
Shareholder Representations. Each Shareholder represents and warrants to SPAC and the Company, as of the date hereof, that:
Shareholder Representations. Each Shareholder represents and warrants to Parent and the Company, as of the date hereof, that:
Shareholder Representations. 10 ARTICLE IV -
Shareholder Representations. Each shareholder of ACTI severally and not jointly, represents to UNLTD that he she or it has the right, power, and authority to enter into, and perform his or her obligations under this Agreement, and that all necessary corporate actions needed to transfer shares to UNLTD have been taken. The execution and delivery of this Agreement by such shareholder and the delivery by such shareholder of his or her shares in ACTI pursuant to Article I will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, mortgage, or agreement to which he or she is a party, or by which he or she may be bound, and any consents or authorizations of any party which are required, have been duly obtained or will be obtained at or prior to the Closing. Each shareholder of ACTI severally and not jointly, represents and warrants to UNLTD that the shares of ACTI that such shareholder will deliver at closing will be free of any liens or encumbrances. Each shareholder of ACTI severally and not jointly, hereby declares that it has waived its rights under Article 44.7 of the AOA in connection with the transaction. Xenia Venture Capital Ltd. hereby waives any rights it may have under Articles 16 and 72 of the AOA. Each shareholder of ACTI understands that the shares being acquired from UNLTD represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.
Shareholder Representations. Each Shareholder, severally and not jointly represents and warrants, to the other Shareholders that (a) if such Shareholder is an individual, such Shareholder is the sole legal and beneficial owner of the Company Securities it currently holds, no other Person has any interest in such Company Securities and such Shareholder owns such Company Securities free and clear of any and all liens, claims, encumbrances and restrictions, other than restrictions imposed by this Agreement and (b) such Shareholder has the full power and capacity to execute and deliver this Agreement and perform his, her or its obligations hereunder and this Agreement has been duly executed and delivered by, and evidences the valid and binding obligation of, such Shareholder enforceable against such Shareholder in accordance with its terms.
Shareholder Representations. Each of Samsung and the Shareholder represents and warrants as follows:
Shareholder Representations. Each Shareholder hereby represents and warrants to Autobytel that:
Shareholder Representations. Parent shall have received from each --------------------------- Shareholder a completed investor suitability statement, in form and substance reasonably satisfactory to Parent.
Shareholder Representations. Each shareholder of ECBC represents to USA that he has the right, power, and authority to enter into, and perform his obligations under this Agreement. The execution and delivery of this Agreement by such shareholder and the delivery by such shareholder of his shares in ECBC pursuant to Article I will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, or agreement to which he is a party, or by which he may be bound, nor will any consents or authorizations of any party be required. Each shareholder of ECBC represents and warrants to USA that the shares of ECBC that such shareholder will deliver at closing will be free of any liens or encumbrances. Each shareholder of ECBC understands that the shares being acquired from USA represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.
