Stockholder Representations. Stockholder represents and warrants to Parent and the Company, as of the date hereof, that:
Stockholder Representations. Each Existing Stockholder, severally and not jointly, represents and warrants to the Company and the other Stockholders as follows:
Stockholder Representations. Stockholder represents and warrants to Buyer and the Company, as of the date hereof, that:
Stockholder Representations. Stockholder represents and warrants to Brilliant and the Company, as of the date hereof, that:
Stockholder Representations. In connection with the issuance and purchase of the Shares under this Agreement, the Stockholder hereby represents and warrants to the Company as follows:
Stockholder Representations. Each Stockholder hereby represents and warrants (a) that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation and (b) that the execution, delivery and performance of this Agreement by the Stockholder does not and will not violate any applicable law or regulation.
Stockholder Representations. Each Stockholder represents and warrants that (a) such Stockholder owns its Shares free and clear of liens and encumbrances and has not, prior to or on the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to such Shares, and (b) such Stockholder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Stockholder, enforceable in accordance with its terms.
Stockholder Representations. Each Stockholder, severally and not jointly, represents to Hermes that (a) on the date hereof, such Stockholder is the record and beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A and that such Stockholder has sole voting power, without restrictions, with respect to all of the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A; and (b) such Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other agreement to which such Stockholder is bound; (ii) violate any order, writ, injunction decree or statute, or any rule or regulation, applicable to such Stockholder or any of the properties or assets of such Stockholder or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the shares of Common Stock owned by such Stockholder; and (c) the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A are now and will at all times during the term of this Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, shares, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such shares of Common Stock; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such shares of Common Stock other than this Agreement.
Stockholder Representations. In connection with the granting of the options provided for herein and in connection with the redemption of shares of DMC Common Stock, DMC Series A Preferred Stock and DMC Series C Preferred Stock, each Stockholder represents to Company as follows:
Stockholder Representations. Each Stockholder represents and warrants to SPAC, Pubco and the Company, as of the date hereof, that:
