Representations and Warranties of Shareholders Sample Clauses

Representations and Warranties of Shareholders. The Shareholder hereby represents and warrants to Parent and Merger Subsidiary as follows:

Representations and Warranties of Shareholders. Each Shareholder hereby severally represents and warrants to Purchaser as follows:

Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, represents and warrants to Purchaser as of the date hereof as follows:

Representations and Warranties of Shareholders. Each Shareholder severally represents and warrants to Buyer, solely with respect to such Shareholder, that:

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than (i) as created by this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk of forfeiture with respect to any Shares granted to such Shareholder under an employee benefit plan of the Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any Shares or other voting securities of the Company or any interest therein. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined herein) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Except for the applicable requirements of the Exchange Act or the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for t...

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally (and not jointly) represents and warrants to the Parent with respect to itself, as follows:

Representations and Warranties of Shareholders. Each of the Shareholders represents and warrants to Acquiring Company as follows:

Representations and Warranties of Shareholders. Each of the Shareholders represents and warrants to Parent as follows: