Representations and Warranties of the Warrant Holder Sample Clauses
Representations and Warranties of the Warrant Holder. The Warrant Holder represents and warrants to the Company that, on the date hereof and on any date the Warrant Holder exercises the Class A Warrant, either in whole or in part, pursuant to the terms of this Class A Warrant Agreement:
A. The Warrant Holder understands that, at the date of this Class A Warrant Agreement, the Class A Warrants and the Warrant Shares have not been registered under the Act and acknowledges that the Class A Warrants and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration becomes available.
B. The Warrant Holder is acquiring the Class A Warrants for the Warrant Holder's own account for investment and not with a view to, or for sale in connection with, any distribution thereof. The Warrant Holder understands that the Class A Warrants and the Warrant Shares are being offered and sold to the Warrant Holder i n reliance on an exemption from the registration requirements of United States federal and state securities laws under Section 4(2) under the Act and Regulation S promulgated by the SEC under the Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Warrant Holder set forth herein in order for the Company to reasonably determine the applicability and availability of such exemptions and the suitability of the Warrant Holder to acquire the Class A
Representations and Warranties of the Warrant Holder. The Warrant Holder hereby represents and warrants to the Company as follows:
Representations and Warranties of the Warrant Holder. Warrant Holder hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):
Representations and Warranties of the Warrant Holder. The Warrant Holder hereby represents and warrants that as of the date of this Agreement:
Representations and Warranties of the Warrant Holder. The Warrant Holder hereby represents and warrants to the Company that:
Representations and Warranties of the Warrant Holder. [**]=Confidential Treatment requested for redacted portion The Warrant Holder hereby represents and warrants to the Company as follows:
Representations and Warranties of the Warrant Holder. The ---------------------------------------------------- Warrant Holder represents and warrants to the Company that:
(i) The Warrant Holder has all requisite partnership power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and has duly executed and delivered this Agreement. This Agreement constitutes the valid and binding obligation of the Warrant Holder, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles.
(ii) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by the Warrant Holder with any of the provisions hereto will (A) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Warrant Holder is a party, or by which the Warrant Holder or the Warrant Holder's properties or assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing, (B) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Warrant Holder or the Warrant Holder's properties or assets or (C) result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of the Warrant Holder. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by the Warrant Holder of this Agreement or the consummation of the transactions contemplated hereby.
Representations and Warranties of the Warrant Holder