Representations, Warranties and Covenants of the Shareholder Clause Samples
The 'Representations, Warranties and Covenants of the Shareholder' clause sets out the specific statements of fact, promises, and ongoing obligations that the shareholder makes to the other parties in a transaction. Typically, this clause requires the shareholder to confirm matters such as their authority to enter into the agreement, ownership of shares, absence of undisclosed liabilities, and compliance with laws. It may also include commitments to perform or refrain from certain actions both before and after the transaction closes. The core function of this clause is to allocate risk and ensure transparency by holding the shareholder accountable for the accuracy of key information and their conduct, thereby protecting the interests of the other parties involved.
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances, and (ii) except pursuant hereto, there
(A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and
(B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder's obligations hereunder and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other laws 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;
(d) none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder's obligations hereunder will resul...
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and covenants to the Company that:
Representations, Warranties and Covenants of the Shareholder. Shareholder represents and warrants to, and agrees with, the Company that:
(a) this Lock-up Agreement has been duly executed and delivered by Shareholder and constitutes a valid and binding obligation of Shareholder enforceable in accordance with its terms;
(b) neither the execution and delivery of this Lock-up Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, be in conflict with or constitute a default under any agreement or instrument to which Shareholder is a party or by which Shareholder may be affected or is bound;
(c) Shareholder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Lock-up Agreement by Shareholder and the consummation of the transactions contemplated hereby; and
(d) Shareholder is now, and will be at all times up to the termination of this Lock-up Agreement, the record and beneficial owner of the Common Stock which at such time is subject to Transfer restrictions pursuant to the terms hereof, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Lock-up Agreement.
Representations, Warranties and Covenants of the Shareholder. Shareholder hereby represents, warrants and covenants to Parent as follows:
Representations, Warranties and Covenants of the Shareholder. The Shareholder hereby represents, warrants and covenants to Sterigenics the following:
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents and warrants to the Purchaser as follows as at the date hereof and immediately prior to the time at which the Subject Shares are acquired pursuant to the Arrangement, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:
Representations, Warranties and Covenants of the Shareholder. Shareholder hereby represents, warrants and covenants to 3Dfx as follows:
Representations, Warranties and Covenants of the Shareholder. The Shareholder represents, warrants and agrees with, the Company that:
(a) this Agreement has been duly executed and delivered by the Shareholder and constitutes a valid and binding obligation of the Shareholder enforceable in accordance with its terms;
(b) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach or violation of, be in conflict with, or constitute a default under, any agreement or instrument to which the Shareholder is a party or by which the Shareholder may be affected or is bound;
(c) The Shareholder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby; and
Representations, Warranties and Covenants of the Shareholder. The undersigned Shareholder:
1. acknowledges sufficient notice of and receipt of a copy of the Agreement and the Special Shareholders Meeting proxy materials from Electrolinks;
2. delivers to Electrolinks the enclosed certificates or, in the alternative, confirms that Electrolinks is in possession of the certificates representing the Electrolinks Shares and, on and subject to the terms and conditions of the Agreement, irrevocably deposits and sells, assigns and transfers to High End all right, title and interest in and to the Electrolinks Shares, effective on and after the Closing Date of the Agreement;
3. represents and warrants that:
i. the Shareholder has full power and authority to deposit, sell, assign and transfer the Electrolinks Shares being deposited under the Agreement and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Electrolinks Shares to any other person;
ii. the Shareholder owns the Electrolinks Shares being deposited under the Agreement within the meaning of all applicable corporate and securities laws; and
iii. when the Electrolinks Shares are exchanged pursuant to the Agreement, High End will acquire good title thereto free and clear of all liens, restrictions, charges, encumbrances, claims and equities whatsoever;
4. irrevocably constitutes and appoints the president, or any director or officer of Electrolinks, or any other person designated by Electrolinks in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the Shareholder with respect to the Electrolinks Shares, effective on and after the Closing Date, with full power of substitution, in the name of and on behalf of the Shareholder (such power of attorney being deemed to be an irrevocable power coupled with an interest):
i. to make any necessary corrections to this Letter of Transmittal, including the insertion of certificate numbers where necessary;
ii. to register or record, transfer and enter the transfer of Electrolinks Shares on the appropriate register of holders maintained by Electrolinks and High End; and
iii. except as otherwise may be agreed, to exercise any and all rights of the holder of the Electrolinks Shares including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the Electrolinks Shares, revoke any such instrument, authorization or consent given prior to, on, or after the Closing Date, designate in any such...
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Tilray as follows, and acknowledges that Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: