Representations of WMX and the Shareholder. WMX and the ------------------------------------------ Shareholder jointly and severally represent and warrant to the Company that (a) the Shareholder owns beneficially and of record (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) 9,668,000 Shares free and clear of all liens, claims, charges, security interests or other encumbrances (each, a "Lien") and, except for this Agreement and the warrants to purchase Shares (the "Warrants") issued pursuant to the Warrant Agreement, dated as of May 30, 1995, among the Company and WMX (the "Warrant Agreement"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which WMX or the Shareholder is a party relating to the pledge or disposition of any shares of capital stock of the Company and, except for the Standstill Agreement and this Agreement, there are no voting trusts or voting agreements to which WMX or the Shareholder is a party with respect to any shares of capital stock of the Company; (b) neither WMX nor the Shareholder beneficially owns any shares of capital stock of the Company other than the Shareholder Shares, in the case of the Shareholder, and the Warrants, in the case of WMX, and, except for the Warrants held by WMX, neither has any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company; (c) WMX and the Shareholder have full power and authority to enter into, execute and deliver this Agreement and to perform fully their respective obligations under this Agreement; and (d) this Agreement has been duly executed and delivered by each of WMX, the Shareholder and Rust, constitutes the legal, valid and binding obligation of WMX, the Shareholder and Rust and is enforceable against each of them in accordance with its terms. The foregoing representations shall survive consummation of the Merger Transactions and the other transactions contemplated by this Agreement.
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Sources: Share Repurchase Agreement (International Technology Corp), Share Repurchase Agreement (Waste Management Inc /De/), Share Repurchase Agreement (International Technology Corp)
Representations of WMX and the Shareholder. WMX and the ------------------------------------------ Shareholder jointly and severally represent and warrant to the Company that (a) the Shareholder owns beneficially and of record (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) 9,668,000 Shares free and clear of all liens, claims, charges, security interests or other encumbrances (each, a "Lien") and, except for this Agreement and the warrants to purchase Shares (the "Warrants") issued pursuant to the Warrant Agreement, dated as of May 30, 1995, among the Company and WMX (the "Warrant Agreement"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which WMX or the Shareholder is a party relating to the pledge or disposition of any shares of capital stock of the Company and, except for the Standstill Agreement and this Agreement, there are no voting trusts or voting agreements to which WMX or the Shareholder is a party with respect to any shares of capital stock of the Company; (b) neither WMX nor the Shareholder beneficially owns any shares of capital stock of the Company other than the Shareholder Shares, in the case of the Shareholder, and the Warrants, in the case of WMX, and, except for the Warrants held by WMX, neither has any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company; (c) WMX and the Shareholder have full power and authority to enter into, execute and deliver this Agreement and to perform fully their respective obligations under this Agreement; and (d) this Agreement has been duly executed and delivered by each of WMX, the Shareholder and Rust, constitutes the legal, valid and binding obligation of WMX, the Shareholder and Rust and is enforceable against each of them in accordance with its terms. The foregoing representations shall survive consummation of the Merger Transactions and the other transactions contemplated by this Agreement.
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Representations of WMX and the Shareholder. WMX and the ------------------------------------------ Shareholder jointly and severally represent and warrant to the Company that (a) the Shareholder owns beneficially and of record (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) 9,668,000 Shares free and clear of all liens, claims, charges, security interests or other encumbrances (each, a "Lien") and, except for this Agreement and the warrants to purchase Shares (the "Warrants") issued pursuant to the Warrant Agreement, dated as of May 30, 1995, among the Company and WMX (the "Warrant Agreement"), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which WMX or the Shareholder is a party relating to the pledge or disposition of any shares of capital stock of the Company and, except for the Standstill Agreement and this Agreement, there are no voting trusts or voting agreements to which WMX or the Shareholder is a party with respect to any shares of capital stock of the Company; (b) neither WMX nor the Shareholder beneficially owns any shares of capital stock of the Company other than the Shareholder Shares, in the case of the Shareholder, and the Warrants, in the case of WMX, and, except for the Warrants held by WMX, neither has any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company; (c) WMX and the Shareholder have full power and authority to enter into, execute and deliver this Agreement and to perform fully their respective obligations under this Agreement; and (d) this Agreement has been duly executed and delivered by each of WMX, the Shareholder and Rust, constitutes the legal, valid and binding obligation of WMX, the Shareholder and Rust and is enforceable against each of them in accordance with its terms. The foregoing representations shall survive consummation of the Merger Transactions and the other transactions contemplated by this Agreement.Merger
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