REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS Clause Samples
The "Representations and Warranties of the Company Shareholders" clause sets out the specific statements and assurances that the shareholders of a company make to the other parties in a transaction, typically in the context of a sale or merger. These representations may cover matters such as the shareholders' ownership of shares, their authority to enter into the agreement, and the absence of undisclosed claims or liabilities related to their shares. By requiring shareholders to make these declarations, the clause helps ensure that the buyer receives accurate information and can seek remedies if any statements prove to be false, thereby allocating risk and promoting transparency in the transaction.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder hereby represents and warrants, severally and not jointly, solely with respect to himself or itself in respect of his or its Company Securities, to HL as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder severally and not jointly hereby represents and warrants to the Company and SPAC as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder severally and not jointly hereby represents and warrants to the Company and SPAC during the period starting from the date hereof until the earlier of (1) the Closing and (2) the termination of the Merger Agreement in accordance with its terms (the “Exclusivity Period”) as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each of the Company Shareholders severally represents and warrants to Galacticomm that:
(a) such Company Shareholder Beneficially Owns the number of Shares set forth on SCHEDULE 1;
(b) each record holder of any Shares Beneficially Owned by such Company Shareholder is identified on SCHEDULE 1;
(c) such Company Shareholder, either alone or with one or more other Company Shareholders, has (i) the right to vote, or to direct the voting of, the Shares Beneficially Owned by such Company Shareholder and (ii) the right to dispose, or to direct the disposition of, the Shares Beneficially Owned by such Company Shareholder;
(d) such Company Shareholder has all requisite power and authority (corporate or otherwise) and has taken all action (corporate or otherwise) necessary in order to execute and deliver, and to perform its obligations under, this Agreement;
(e) this Agreement has been duly executed and delivered by such Company Shareholder and is a valid and binding agreement of such Company Shareholder enforceable against such Company Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception;
(f) no notices, reports or other filings are required to be made by such Company Shareholder with, and no consents, registrations, approvals, permits or authorizations are required to be obtained by such Company Shareholder from, any Governmental Entity or any other Person, in connection with the execution, delivery and performance of this Agreement by such Company Shareholder, except those that the failure to make or obtain is not, individually or in the aggregate, reasonably likely to prevent, delay or impair the ability of such Company Shareholder to perform such Company Shareholder's obligations under this Agreement; and
(g) the execution, delivery and performance of this Agreement by such Company Shareholder do not, and the consummation by such Company Shareholder of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under (in the case of any Company Shareholder that is not a human being), the articles or certificate of incorporation or the bylaws of such Company Shareholder or any comparable governing instruments or (ii) a breach or violation of, or a default under, or the acceleration of any obligations of or the creation of a Lien on the assets of such Company Shareholder (with or without notice, lapse of time or both) pursuant to, any instrument or agreement binding on such C...
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder represents and warrants as of the date hereof to Parent and the Company (solely with respect to itself, himself or herself and not with respect to any other Company Shareholder) as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. The Company and each Company Shareholder jointly and severally represent and warrant to, and agree with, AremisSoft that all of the following representations and warranties in this Section 3 of this Agreement are as of the date of this Agreement, and will be, on and immediately prior to the Closing Date, true and correct.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder, severally and not jointly with the other Company Shareholders, represents and warrants to Parent and Acquirer in respect of itself, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. As an inducement to Purchaser to enter into this Agreement, each Company Shareholder, severally but not jointly, hereby represent and warrant to Purchaser as follows.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. Each Company Shareholder, severally and not jointly, hereby represents and warrants to BSAQ and the Company as of the date of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SHAREHOLDERS. As an inducement to PMIN to enter into this Agreement, each Company Shareholder, severally but not jointly, hereby represents and warrants to PMIN as follows.