Representations of the Stockholder. The Stockholder represents and warrants to Purchaser as follows: (a) the Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid and legally binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Stockholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Stockholder or the Shares (including under the articles of incorporation and bylaws of the Company), nor require any authorization, consent or approval of, or filing with, any Governmental Entity; (d) the Stockholder beneficially owns (as such term is used in Rule 13d-3 of the Exchange Act) and has the sole power to vote and the sole power to dispose of the Shares, and the number of such Shares as of the date of this Agreement is identified on the signature page hereto; (e) the Stockholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws); and (f) the Stockholder has read and is familiar with the terms of the Merger Agreement. The Stockholder agrees that the Stockholder shall not take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by the Stockholder of his or her obligations under this Agreement. The ...
Representations of the Stockholder. The Stockholder represents and warrants to the Buyer as follows:
Representations of the Stockholder. The Stockholder hereby represents and warrants to the Company as follows:
Representations of the Stockholder. The Stockholder hereby represents and warrants to the Company that (i) this Agreement has been duly and validly authorized by the Stockholder and all necessary and appropriate action has been taken by the Stockholder to execute and deliver this Agreement and to perform its obligations hereunder and (ii) this Agreement has been duly and validly executed and delivered by the Stockholder and assuming the due authorization and valid execution and delivery by the other parties hereto, this Agreement is a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.
Representations of the Stockholder. Each Stockholder represents and warrants, on its own account with respect to the Shares, to Parent as to such Stockholder on a several basis as follows: (a) such Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Stockholder and assuming the due authorization, execution and delivery by each of Parent and Purchaser, constitutes a valid and legally binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Stockholder or the performance of their obligations hereunder except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) such Stockholder beneficially owns, has good and marketable title to, and has the power, authority and legal capacity to enter into, execute and deliver this Agreement and to vote or direct the voting of Romeo Common Stock set forth on Schedule A (the “Existing Shares”); and (e) such Stockholder beneficially owns its Shares free and clear of any proxy, voting restriction, adverse claim or other lien (other than any restrictions under (a) applicable federal or state securities laws, and (b) this Agreement) that would prevent such Stockholder’s performance of its obligations under this Agreement. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
Representations of the Stockholder. The Stockholder represents, warrants and agrees to and with the Purchaser as follows:
Representations of the Stockholder a. The Stockholder hereby represents and warrants that he is the beneficial and record owner of the number of shares of Common Stock, and the holder of the number of options to purchase shares of Common Stock, set forth opposite his name on Appendix I hereto, free and clear of all liens, charges, encumbrances, adverse claims, voting agreements and commitments of every kind, except as disclosed on Appendix I. Except as set forth on Appendix I and except for 1,784 additional shares of Common Stock, none of the Stockholder or any company, trust or other entity controlled by the Stockholder owns any additional shares of the capital stock of the Company or securities convertible thereinto or any interest therein or has any voting rights with respect to any additional shares of capital stock of the Company.
Representations of the Stockholder. The Stockholder represents and warrants to the Buyer that the statements contained in this Section 2 are true and correct, except as expressly set forth in the disclosure schedule of the Stockholder and the Company being delivered to the Buyer contemporaneously with the execution and delivery of this Agreement (the "Disclosure Schedule"). The Stockholder confirms that the information in the Disclosure Schedule relating to exceptions to the statements contained in this Section 2 is arranged in sections corresponding to the numbered subsections and lettered paragraphs of this Section 2, and that the disclosure in any section of the Disclosure Schedule shall qualify only such specifically enumerated subsection or paragraph of this Agreement and any other paragraph of this Agreement to which an explicit and clear cross-reference has been made.
Representations of the Stockholder. The Stockholder hereby represents:
Representations of the Stockholder. Each of the Stockholders severally, and not jointly, represent and warrant to the Purchaser as follows:
