Certain Representations of the Company. Throughout the Exercise Period, the Company has and will continue to have (i) all requisite power and authority to issue this Warrant and the Warrant Shares, and (ii) sufficient authorized and unissued securities of Common Stock to permit exercise of this Warrant.
Certain Representations of the Company. In order to induce Subscriber to purchase the Stock from the Company, the Company hereby represents and warrants to Subscriber as of the date hereof and as of the Closing Date follows:
Certain Representations of the Company. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due registration thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case 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 (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Certain Representations of the Company. In connection with, and in consideration of, the issuance of the New Warrant to the Investor, the Company hereby represents to the Investor:
Certain Representations of the Company. In order to induce CHS to purchase the Class A Stock from the Company, the Company hereby represents and warrants to CHS as of the Closing Date follows:
Certain Representations of the Company. In connection the execution of this Agreement, the Company hereby represents and warrants to OCM, and its officers, managers, employees and agents that the Company:
Certain Representations of the Company. The Company represents and warrants to SM on behalf of itself and its affiliates, as of the date hereof and through the completion of the Offering, that: (i) it has been duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was organized, with full power and authority to conduct its business as described in the Offering Materials; (ii) it has taken all required organizational and legal action necessary to execute and deliver this Agreement to SM; (iii) it has duly authorized, executed and delivered this Agreement, which constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms; (iv) the Offering Materials will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (v) neither the Company nor any of its affiliates has taken, and shall not take, any action, directly or indirectly, so as to cause the Offering to fail to qualify for an exemption from registration under the Securities Act; (vi) there has occurred no event with respect to the Company (a) that would make the Offering ineligible for reliance on Regulation A as a result of the application of Rule 262 under the Securities Act, or (b) that is required to be disclosed in the Memorandum; and (vii) the Company will conduct all activity related to the Offering and the Securities in compliance with applicable law.
Certain Representations of the Company. In connection the execution of this Agreement by the Additional Member, the Company hereby represents and warrants to the Additional Member, and its officers, managers, employees and agents that the Company:
Certain Representations of the Company. The Company hereby represents to the Holders that as of the Effective Date:
Certain Representations of the Company. In connection with, and in consideration of, the issuance of the New Warrants to the Investor, the Company hereby represents to the Investor: The Company is validly existing and in good standing under the laws of the State of Delaware. This Agreement has been duly authorized by all necessary corporate action on behalf of the Company and will be a valid and binding Agreement on the part of the Company when accepted in writing by an authorized officer of the Company. All corporate action necessary 144498.00002 to the authorization, issuance, and delivery of the New Warrant will be taken prior to their issuance.
