Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 39 contracts
Samples: Warrant Agreement (Yotta Acquisition Corp), Warrant Agreement (Vital Human Capital, Inc.), Warrant Agreement (Industrial Human Capital, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 32 contracts
Samples: Series Z Warrant Agreement (PAVmed Inc.), Warrant Agreement (Harmony Merger Corp.), Warrant Agreement (Harmony Merger Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or be responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 31 contracts
Samples: Warrant Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Cold Spring Capital Inc.), Form of Warrant Agreement (China Healthcare Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company, or any Warrant or as to whether any shares of Common Stock Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
Appears in 25 contracts
Samples: Warrant Agreement (Embrace Change Acquisition Corp.), Warrant Agreement (Inception Growth Acquisition LTD), Warrant Agreement (Verity Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 9 contracts
Samples: Warrant Agreement (Opy Acquisition Corp. I), Warrant Agreement (Williams Rowland Acquisition Corp.), Warrant Agreement (Viscogliosi Brothers Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Class A Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 8 contracts
Samples: Warrant Agreement (Acri Capital Acquisition Corp), Warrant Agreement (Feutune Light Acquisition Corp), Warrant Agreement (Feutune Light Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 8 contracts
Samples: Form of Warrant Agreement (Capitol Investment Corp. V), Form of Warrant Agreement (Capitol Investment Corp. VII), Warrant Agreement (Capitol Investment Corp. V)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (Mistral Acquisition CO), Warrant Agreement (Open Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 7 contracts
Samples: Warrant Agreement (Heckmann CORP), Warrant Agreement (Heckmann CORP), Warrant Agreement (Heckmann CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 7 contracts
Samples: Warrant Agreement (Pab Bankshares Inc), Warrant Agreement (Nephros Inc), Warrant Agreement (Mission Community Bancorp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 7 contracts
Samples: Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Class A Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 6 contracts
Samples: Warrant Agreement (Super Plus Acquisition Corp), Warrant Agreement (TG Venture Acquisition Corp.), Warrant Agreement (Super Plus Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 5 contracts
Samples: Warrant Agreement (Modiv Acquisition Corp.), Warrant Agreement (Modiv Acquisition Corp.), Warrant Agreement (Natural Order Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock willshall, when issued, be valid and fully paid and nonassessable.
Appears in 5 contracts
Samples: Warrant Agreement (EdtechX Holdings Acquisition Corp. II), Warrant Agreement (EdtechX Holdings Acquisition Corp. II), Warrant Agreement (EdtechX Holdings Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or be responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 4 contracts
Samples: Securities Escrow Agreement (Sidhu Special Purpose Capital Corp.), Sponsor Unit Purchase Agreement (Sidhu Special Purpose Capital Corp.), Warrant Agreement (Sidhu Special Purpose Capital Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 4 contracts
Samples: Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Rocket Pharmaceuticals, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company, or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Samples: Warrant Agreement (Symmetry Holdings Inc), Form of Warrant Agreement (Navitas International CORP), Form of Warrant Agreement (Navitas International CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any the Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 3 contracts
Samples: Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Samples: Warrant Agreement (Renewable Energy Acquisition Corp.), Warrant Agreement (K Road Acquisition CORP), Warrant Agreement (K Road Acquisition CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Parent Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Parent Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Samples: Company Warrant Agreement (Co-Diagnostics, Inc.), Company Warrant Agreement (Co-Diagnostics, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof 2 of the Warrant or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Samples: Form of Warrant Agreement (Invivo Therapeutics Holdings Corp.), Form of Warrant Agreement (Asterias Biotherapeutics, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof)Warrant; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make calculations under Section 3 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Warrant Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Samples: Warrant Agreement (American Superconductor Corp /De/), Warrant Agreement (American Superconductor Corp /De/)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 3 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant Agreement (Nexalin Technology, Inc.), Common Stock Purchase Warrant Agreement (Nexalin Technology, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant Warrants (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Samples: Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable, nor properly registered with the Commission.
Appears in 2 contracts
Samples: Warrant Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.), Warrant Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 4. hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts acts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 1 contract
