REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS Sample Clauses

REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders (as indicated on the signature page hereof) hereby represent and warrant to BETA as follows:
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. Each Principal Shareholder represents and warrants as follows:
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. Except as set forth on Schedule C there have been no material changes affecting Bong or its business, in any manner that would make the transaction contemplated hereby prohibitive.
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. Each of the Principal Shareholders hereby severally, and not jointly, represents and warrants as follows, each of which representations and warranties shall also be true as of the Closing: (a) Such Principal Shareholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock set forth on the signature page hereto (all such shares owned beneficially or of record by such Principal Shareholder, or over which such Principal Shareholder exercises voting power, on the date hereof, together with any additional shares of capital stock of the Parent that such Principal Shareholder may acquire after the date hereof, collectively, such Principal Shareholder’s “Shares”). Such Principal Shareholder’s Shares constitute such Principal Shareholder’s entire interest in the outstanding shares of capital stock of the Parent and such Principal Shareholder does not hold any other outstanding shares of capital stock of Parent. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of such Principal Shareholder’s Shares. (b) Such Principal Shareholder has all requisite power, capacity and authority to enter into this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement by such Principal Shareholder and the consummation by such Principal Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of such Principal Shareholder. This Agreement has been duly executed and delivered by such Principal Shareholder and constitutes a valid and binding obligation of such Principal Shareholder, enforceable against such Principal Shareholder in accordance with its terms, subject only to the effect, if any, of rules of law governing specific performance, injunctive relief and other equitable remedies. (c) The execution and delivery of this Agreement by such Principal Shareholder does not, and such Principal Shareholder’s performance of the obligations under this Agreement will not: (a) conflict with, or result in any violation of any order, decree or judgment applicable to such Principal Shareholder or by which such Principal Shareholder or any of its properties or such Principal Shareholder’s Shares are bound; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, a...
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders (as indicated on the signature page hereof) hereby represent and warrant to Millennium as follows:
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders (as indicated on the signature page hereof) hereby represent and warrant to Columbialum as follows:
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders (as indicated on the signature page hereof) hereby represent and warrant to FPHI as follows:
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REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS. The Principal Shareholders (as indicated on the signature page hereof) hereby represent and warrant to Pladeo as follows:
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Related to REPRESENTATIONS OF PRINCIPAL SHAREHOLDERS

  • 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.

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warrantees of Price Associates Price Associates represents and warrants to the Fund that: 1. It is a corporation duly organized and existing in good standing under the laws of Maryland. 2. It is duly qualified to carry on its business in Maryland. 3. It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement. 4. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 5. It has, and will continue to have, access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 6. The Services provided under this Agreement are different from, and not duplicative of, the BNY Mellon Services. The Services provided under this Agreement are in addition to and not duplicative of the services required to be performed by Price Associates under the Investment Management Agreement between Price Associates and the Fund (the “Investment Management Agreement”).

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations of Purchaser Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.