Representations and Warranties of the Majority Stockholders Clause Samples

Representations and Warranties of the Majority Stockholders. The Majority Stockholders represent and warrant to the Company, as of the Signing Date, that: (a) The Majority Stockholders have all requisite capacity and authority to enter into this Agreement and to perform their obligations hereunder and have each, to the extent requested by the Company, provided evidence to the Company of due authorization to enter into this Agreement. (b) The Majority Stockholders, or other listed entities, own of record the shares of Common Stock set forth on Exhibits A hereto (the “Controlled Shares”). None of the Majority Stockholders own, control (directly or indirectly), have the option or right to purchase, right to vote, hold proxies, or otherwise have the power to direct the voting or disposition of any shares of Common Stock other than the Controlled Shares. (c) Subject to the due authorization, execution and delivery of this Agreement by the Company, this Agreement, when executed and delivered, shall constitute a valid and legally binding obligation of the Majority Stockholders, enforceable against the Majority Stockholders in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and by general principles of equity. (d) The Majority Stockholders have sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 9, and sole power to agree to all of the matters applicable to the Majority Stockholders set forth in this Agreement, in each case, over all of the Controlled Shares subject to any applicable law, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) regulations or the terms and conditions of any trusts. (e) The execution, delivery and performance of this Agreement by the Majority Stockholders does not result in any material violation or material default (with or without notice or lapse of time, or both) of or under (i) any order, writ, injunction, judgment or decree of any governmental entity to which any Majority Stockholder is subject; (ii) any provision of any law applicable to any Majority Stockholder; or (iii) any material agreement to which any Majority Stockholder is ...
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Representations and Warranties of the Majority Stockholders. Each Majority Stockholder severally and not jointly represents, warrants and covenants to and with Prologue with respect to himself, as follows:
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Representations and Warranties of the Majority Stockholders. Except as set forth in the Company Disclosure Schedule, each of the Majority Stockholders severally, and not jointly, represents and warrants to the Buyer and the Merger Sub as follows:
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Representations and Warranties of the Majority Stockholders. Simultaneously with the execution and delivery of this Agreement, the Majority Stockholders are delivering to Parent a disclosure schedule (the "Disclosure Schedule"). The Majority Stockholders, jointly and severally, hereby represent and warrant to Parent that:
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Representations and Warranties of the Majority Stockholders. Subject to the exceptions set forth in the disclosure letter to be delivered by the Majority Stockholders to CSI and Merger Sub in connection herewith (the "ISI Disclosure Letter"), the Majority Stockholders jointly and severally represent and warrant to CSI and Merger Sub as follows:
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Representations and Warranties of the Majority Stockholders. AND THE COMPANY --------------- Except as set forth in the Company Disclosure Schedules, each of the Majority Stockholders and the Company hereby represents and warrants to Parent and Sub, as of the date hereof and as of the Closing Date, that:
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Representations and Warranties of the Majority Stockholders. 17 2.1. Representations and Warranties of the Majority Stockholders.......17 2.1.1. Organization, Etc.........................................17 2.1.2. Subsidiaries..............................................17 2.1.3. Capitalization of the Company and the Company Subsidiaries ..........................................................17 2.1.4. Authority.................................................19 2.1.5. Consents..................................................19 2.1.6. Title.....................................................19 2.1.7. Defaults..................................................20 2.1.8.
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Representations and Warranties of the Majority Stockholders 
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Related to Representations and Warranties of the Majority Stockholders

  • Representations and Warranties of the Members Each Member, severally and not jointly, represents and warrants that (i) if it is not a natural person, that it is duly incorporated or formed and, to the extent such concept exists in its jurisdiction of organization, is existing and in good standing under the laws of such jurisdiction, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) if it is not a natural person, the execution and delivery of this Agreement by it and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other entity action on the part of such Member, (iv) this Agreement constitutes a legal, valid and binding obligation of such Member enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally and (v) the execution, delivery and performance of this Agreement by such Member and the consummation by such Member of the transactions contemplated hereby will not (A) if it is not a natural person, result in a violation of the certificate of incorporation, bylaws or other organizational documents of such Member, (B) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Member is a party or by which any property or asset of such Member is bound or affected, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to such Member, except with respect to clause (B) or (C) for any conflicts, defaults, accelerations, terminations, cancellations or violations that would not in any material respect result in the unenforceability against such Member of this Agreement.

  • Representations and Warranties of the Holders Each Holder represents and warrants, severally and not jointly, to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS The Shareholders, individually and separately, represent and warrant as follows:

  • Representations and Warranties of the Investors Each of the Investors hereby severally, and not jointly, represents and warrants to the Company that:

  • Representations and Warranties of the Selling Shareholders Each of the Selling Shareholders, severally and not jointly, represents and warrants to and agrees with, each of the Underwriters that: (a) Such Selling Shareholder, at the First Closing Date, will have good and marketable title to the Shares set forth in Schedule II to be sold by such Selling Shareholder, free and clear of any liens, encumbrances, equities and claims (other than as imposed by the Securities Act or this Agreement), and full right, power and authority to effect the sale and delivery of such Shares; and upon the delivery of and payment for the Shares to be sold by such Selling Shareholder pursuant to this Agreement, good and marketable title thereto, free and clear of any liens, encumbrances, equities and claims, of any kind, will be transferred to the Underwriters. (b) Such Selling Shareholder has duly executed and delivered the Custody Agreement and Power of Attorney in the form previously delivered to the Representatives, appointing the persons named therein, and each of them as such Selling Shareholder's attorney-in-fact (the "Attorney-in-Fact") and as custodian (the "Custodian"). The Attorney-in-Fact is authorized to execute, deliver and perform this Agreement on behalf of such Selling Shareholder, to deliver the Shares to be sold by such Selling Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Shareholder in connection with this Agreement, including payment from the Offering proceeds of expenses incurred on behalf of such Selling Shareholder. Certificates, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, representing the Shares to be sold by such Selling Shareholder hereunder have been deposited with the Custodian pursuant to the Custody Agreement and Power of Attorney for the purpose of delivery pursuant to this Agreement. Such Selling Shareholder agrees that the shares of Common Stock represented by the certificates on deposit with the Custodian are subject to the interest of the Underwriters hereunder, that the arrangements made for such custody and the appointment of the Attorney-in-Fact are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall not be terminated except as provided in this Agreement and the Custody Agreement and Power of Attorney. If such Selling Shareholder should die or become incapacitated, or if any other event should occur, before the delivery of the Shares of such Selling Shareholder hereunder, the certificates for such Shares deposited with the Custodian shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian or the Attorney-in-Fact shall have received notice thereof. (c) Such Selling Shareholder, acting through his duly authorized Attorney-in-Fact, has duly executed and delivered this Agreement and the Custody Agreement and Power of Attorney; this Agreement constitutes a legal, valid and binding obligation of such Selling Shareholder, all authorizations and consents necessary for the execution and delivery of this Agreement and the Custody Agreement and Power of Attorney on behalf of such Selling Shareholder and for the sale and delivery of the Shares to be sold by such Selling Shareholder hereunder have been given, except as may be required by the Securities Act or state securities laws; and such Selling Shareholder has the legal capacity and full right, power and authority to execute this Agreement and the Custody Agreement and Power of Attorney. (d) The performance of this Agreement and the Custody Agreement and Power of Attorney and the consummation of the transactions contemplated hereby and thereby by such Selling Shareholder will not result in a breach or violation of, or conflict with, any of the terms or provisions of, or constitute a default by such Selling Shareholder under, any indenture, mortgage, deed of trust, trust (constructive or other), loan agreement, lease, franchise, license or other agreement or instrument to which such Selling Shareholder or any of his or its properties is bound, or any statute, judgment, decree, order, rule or regulation of any court or governmental agency or body applicable to such Selling Shareholder or any of his, her or its properties. (e) Such Selling Shareholder has not distributed nor, other than as permitted by the Securities Act and the Rules and Regulations, will distribute any prospectus or other offering material in connection with the offer and sale of the Shares other than any Preliminary Prospectus filed with the Commission or the Final Prospectus or other material permitted by the Securities Act. (f) Such Selling Shareholder has reviewed and is familiar with the Registration Statement and the Preliminary Prospectus. To the knowledge of such Selling Shareholder, the Preliminary Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.