Representations and Warranties of the Securityholder Clause Samples
The "Representations and Warranties of the Securityholder" clause sets out the specific statements and assurances that the securityholder makes to the other parties in a transaction, typically regarding their authority, ownership of securities, and compliance with laws. In practice, this clause may require the securityholder to confirm that they have full legal right to sell or transfer the securities, that the securities are free from liens or encumbrances, and that entering into the agreement does not breach any other contracts. The core function of this clause is to allocate risk by ensuring that the securityholder is legally able to complete the transaction and that the other parties can rely on these assurances when proceeding.
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and thereby:
(a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement;
(b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance;
(c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested);
(d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein;
(e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and
(f) the Securityholder is duly authorized to ex...
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, warrants and, where applicable, covenants to Great Panther as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transaction:
(a) the Securityholder, if not an individual, has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder;
(b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;
(i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or ...
Representations and Warranties of the Securityholder. The Securityholder represents and warrants to and in favour of the Offeror as follows as at the date hereof and immediately prior to the time at which the Shares forming part of the Securityholder Securities are taken up and paid for under the Offer, and acknowledges that the Offeror is relying upon such representations and warranties in connection with the entry into of this Agreement:
Representations and Warranties of the Securityholder. The Securityholder represents and warrants to USBTC (and acknowledges that USBTC is relying on these representations and warranties in completing the transactions contemplated hereby and by the Business Combination Agreement) the matters set out below:
(a) The Securityholder has the legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Securityholder, and, assuming the due execution and delivery by USBTC, constitutes a legal, valid and binding agreement of the Securityholder enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(b) The securities as set forth in Schedule A represent all Subject Securities held of record or beneficially owned or over which control or direction is exercised, directly or indirectly, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, as of the date hereof, the Securityholder does not own of record or beneficially own, or exercise control or direction over, directly or indirectly, or have any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer or issuance to the Securityholder of, additional Hut Shares, Hut Options, Hut DSUs, or Hut RSUs.
(c) The Securityholder is, and will continue to be until the Effective Time, the sole beneficial owner of the Subject Securities, with good title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others.
(d) The Securityholder has the sole right to sell (or cause to be sold) and vote (or cause to be voted) all of the Hut Shares set forth in Schedule A and, if applicable, all of Hut Shares acquired or over which ownership, control or direction is acquired by the Securityholder after the date hereof.
(e) No Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or...
Representations and Warranties of the Securityholder. The Securityholder represents and warrants to the Purchaser and the Parent (and acknowledges that they are relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below:
(a) The Securityholder is an individual and resident in the Province of Ontario, Canada.
(b) The Securityholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding obligation of the Securityholder enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(c) The Securityholder owns all of the Subject Securities. Other than the Subject Securities, neither the Securityholder nor any of its affiliates, beneficially own, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) Currently the Securityholder is, and at the time at which the Subject Securities are acquired by the Purchaser under the Arrangement will be, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens.
(e) The Securityholder has the sole right to sell and vote or direct the sale and voting of the Subject Securities.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to the Arrangement.
(g) No consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Securityholder in connection with the execution and delivery of this Agreement by the Securityholder and the performance by it of its obligations under this Agreement.
(h) There is no proceeding, claim or investigation pending before any Governmental Entity, or to the best of the knowledge of the Securityholder, threatened against the Securit...
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Nationwide as follows:
Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Purchaser as follows:
(a) The Securityholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Securityholder has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. The Securityholder has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly executed and delivered by the Securityholder, and, assuming due authorization, execution and delivery by Purchaser, constitutes a valid and binding obligation of the Securityholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby will not (i) result in a violation of, a default under or conflict with (A) the organizational documents of the Securityholder or (B) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Securityholder is a party or by which the Securityholder or the Securityholder’s assets (including the Subject Securities) are bound or (ii) violate, or require any consent, approval, or notice under any judgment, order, decree, statute, law, rule or regulation applicable to the Securityholder.
(d) There is no action, proceeding or investigation pending or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the validity of this Agreement or any action taken or to be taken by the Securityholder in connection with this Agreement.
Representations and Warranties of the Securityholder. Each Securityholder hereby represents and warrants to and covenants with the Corporation as follows, and acknowledges that the Corporation is relying upon such representations, warranties and covenants in entering into this Agreement:
Representations and Warranties of the Securityholder. Securityholder represents and warrants to Adamis as follows: