Common use of REPRESENTATIONS OF THE SHAREHOLDERS Clause in Contracts

REPRESENTATIONS OF THE SHAREHOLDERS. Each of the Shareholders severally and not jointly represent, warrant and agree that: (a) The Shareholder is the beneficial owner of the shares of American Common Stock set forth opposite his/her/its respective name on Exhibit A attached hereto. The shares of American Common Stock to be transferred by the Shareholder to B&B hereunder are free and clear of all voting trusts, agreements, arrangements, encumbrances, liens, claims, equities and liabilities of every nature and the Shareholder is conveying clear and unencumbered title thereto to American. (b) The Shareholder does not own, nor does the Shareholders know of any other person, corporation or firm that owns any material interest in any property, invention, license, patent, patent application, copyright, trade secret or trade-mark used by American or relating in any way to its business. (c) There are no agreements to which Shareholder is a party nor does the Shareholder know of any other agreements that in any way materially restrict or impinge upon the business of American or the transfer of the shares of American Common Stock contemplated hereby. (d) The Shareholder has (i) such knowledge and experience in financial, investment and business matters that he/she/is capable of evaluating the merits and risks of the prospective investment in the securities of B&B, and (ii) consulted with such independent legal counsel or other advisers as the Shareholder has deemed appropriate to assist he/she/it in evaluating the proposed investment in B&B. (e) The Shareholder represents that he/she/it has adequate means of providing for his/hers/its current financial needs and possible personal contingencies and has no need for liquidity of investment in B&B and can afford to hold unregistered securities for an indefinite period of time. (f) The Shareholder has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of each B&B and American acting on their respective behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that either company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and the Shareholder has availed himself/herself/itself of such opportunity to the extent the Shareholder considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in B&B. (g) The Shareholder acknowledges that neither B&B nor American are making any investment or other recommendations to the Shareholder concerning the transactions herein contemplated.

Appears in 2 contracts

Sources: Share Exchange Agreement (American Life Holding Co Inc), Share Exchange Agreement (American Life Holding Co Inc)

REPRESENTATIONS OF THE SHAREHOLDERS. Each of the Shareholders severally and not jointly represent, warrant and agree that: (a) The Shareholder is the beneficial owner of the shares of American Common Stock set forth opposite his/her/its respective name on Exhibit A attached hereto. The shares of American Common Stock to be transferred by the Shareholder to B&B hereunder are free and clear of all voting trusts, agreements, arrangements, encumbrances, liens, claims, equities and liabilities of every nature and the Shareholder is conveying clear and unencumbered title thereto to American. (b) The Shareholder does not own, nor does the Shareholders know of any other person, corporation or firm that owns any material interest in any property, invention, license, patent, patent application, copyright, trade secret or trade-mark trade-▇▇▇▇ used by American or relating in any way to its business. (c) There are no agreements to which Shareholder is a party nor does the Shareholder know of any other agreements that in any way materially restrict or impinge upon the business of American or the transfer of the shares of American Common Stock contemplated hereby. (d) The Shareholder has (i) such knowledge and experience in financial, investment and business matters that he/she/is capable of evaluating the merits and risks of the prospective investment in the securities of B&B, and (ii) consulted with such independent legal counsel or other advisers as the Shareholder has deemed appropriate to assist he/she/it in evaluating the proposed investment in B&B. (e) The Shareholder represents that he/she/it has adequate means of providing for his/hers/its current financial needs and possible personal contingencies and has no need for liquidity of investment in B&B and can afford to hold unregistered securities for an indefinite period of time. (f) The Shareholder has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of each B&B and American acting on their respective behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that either company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and the Shareholder has availed himself/herself/itself of such opportunity to the extent the Shareholder considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in B&B. (g) The Shareholder acknowledges that neither B&B nor American are making any investment or other recommendations to the Shareholder concerning the transactions herein contemplated.

Appears in 1 contract

Sources: Share Exchange Agreement (American Life Holding Co Inc)