The Shareholders. Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:
The Shareholders. Except as set forth on Schedule 2.2, the representations and warranties of the Shareholders, contained in this Agreement, including those contained in this Section 2.2, are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date. The Shareholders represent and warrant to DAH the following:
The Shareholders. (a) The parties hereby agree that for all purposes under this Agreement, only the Parent of each record owner of any Company Shares shall be deemed the owner of such Company Shares (a “Class A Shareholder”, “Class B Shareholder” or “Class D Shareholder”, as applicable) and shall have the right to exercise and the obligation to comply with the terms and conditions of this Agreement, and each Parent shall cause each of its Affiliated owner of record of Company Shares (whether currently held or acquired after the date hereof) to comply with, the terms and conditions of this Agreement, either directly or by causing such Affiliated record owner to vote or otherwise take action on its behalf. Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing.
The Shareholders. The Shareholders' execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Shareholders (i) are within the powers and authority, corporate or otherwise, of the Shareholders and are duly authorized by all necessary corporate and Shareholder action on the part of a corporate Shareholder and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental or Regulatory Authority, or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Requirement of Law applicable to the Shareholders, any of his or its properties or any Contract to which the Shareholders or any of his or its properties is bound or subject.
The Shareholders. (i) Have been furnished with any and all documents which may have been made available upon request for a reasonable period of time prior to the date hereof;
The Shareholders. Each of the Selling Shareholders warrants and represents that he or she has all the necessary right, power, legal capacity and authority to execute, deliver and perform this Agreement and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to which such Selling Shareholder is or is to be a party and to perform such Selling Shareholder's obligation under this Agreement, including, without limitation, the transfer of the Shares to the Purchaser. Each of the Selling Shareholders further warrants and represents that his or her place of residence is as stated in Schedule 1 and that such place of residence will not impose on the Purchaser more onerous obligations than those which would normally be incurred by the Purchaser with respect to a Selling Shareholder who is a resident of Canada. Each Selling Shareholder shall reimburse to the Purchaser any and all amounts which the Purchaser could be called upon to pay in addition to the Purchase Price to discharge any tax liability or other fiscal obligation with respect to a Selling Shareholder who is not a resident of Canada. The execution and delivery by each Selling Shareholder that is a corporation, partnership, limited liability company, limited partnership or other legal entity of this Agreement and all agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by such Selling Shareholder and the performance by such Selling Shareholder of its obligations contemplated by this Agreement and thereby have been duly and validly authorised by all necessary actions on the part of such Shareholder. This Agreement has been duly executed and delivered by the Selling Shareholders or duly authorised representatives thereof and constitutes, and all other agreements, documents and instruments referred to in this Agreement or contemplated by this Agreement to be executed by any Shareholder, when executed and delivered by such Shareholder or duly authorised representative(s) thereof, will constitute, the legal, valid and binding obligation of the Selling Shareholders, enforceable against the Selling Shareholders in accordance with its terms.
The Shareholders. The obligations of the Selling Shareholders to consummate the transactions contemplated by this Agreement are subject, at the option of the Selling Shareholders, to the satisfaction or waiver of the following conditions:
The Shareholders. 5.1. It is hereby agreed that Ronco Group and Millennium will each contribute assets and capital respectively to the Company such moneys or other as stipulated herein in order to provide the Company with the resources to continue the existing functions of Ronco Group and expand the operations into Africa
The Shareholders. If requested by the Company, the Shareholders shall enter into lock-up agreements with the managing underwriter(s) of an underwritten Public Offering in such form as agreed to by the Shareholders. In the absence of any such lock-up agreement, the Shareholders agree as follows:
