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 of the Shareholders, jointly and severally, represents and warrants to Acquiror 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 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 of the Shareholders represents and warrants to Parent as follows:

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 Shareholder hereby represents, warrants and covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder. (c) The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder he...

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent, as of the date of this Agreement, as of the Company Shareholder Meeting, and, if such Shareholder beneficially owns any Parent Registered Shares as of the Parent Shareholder Meeting, as of the Parent Shareholder Meeting, as follows:

Representations and Warranties of Shareholders. The Shareholders hereby represent and warrant to Buyer that: