Common use of Shareholder Representations Clause in Contracts

Shareholder Representations. Each shareholder of ACTI severally and not jointly, represents to UNLTD that he she or it has the right, power, and authority to enter into, and perform his or her obligations under this Agreement, and that all necessary corporate actions needed to transfer shares to UNLTD have been taken. The execution and delivery of this Agreement by such shareholder and the delivery by such shareholder of his or her shares in ACTI pursuant to Article I will not cause, constitute, or conflict with or result in any breach or violation or any of the provisions of or constitute a default under any license, mortgage, or agreement to which he or she is a party, or by which he or she may be bound, and any consents or authorizations of any party which are required, have been duly obtained or will be obtained at or prior to the Closing. Each shareholder of ACTI severally and not jointly, represents and warrants to UNLTD that the shares of ACTI that such shareholder will deliver at closing will be free of any liens or encumbrances. Each shareholder of ACTI severally and not jointly, hereby declares that it has waived its rights under Article 44.7 of the AOA in connection with the transaction. Xenia Venture Capital Ltd. hereby waives any rights it may have under Articles 16 and 72 of the AOA. Each shareholder of ACTI understands that the shares being acquired from UNLTD represent restricted securities as that term is defined in Rule l44 of the Securities and Exchange Commission.