Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued against payment in full therefor, will be validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of the Stock and the issuance of the Receipts.
Warranty as to Stock. The Company hereby represents and warrants to the Depositary that the Stock, when issued and delivered against payment therefor in accordance with the Underwriting Agreement and the Company’s Second Amended and Restated Certificate of Incorporation, as amended (including the Certificate of Designations), will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of shares of Stock and the issuance of the related Receipts.
Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable, subject to Massachusetts General Laws, Chapter 156B, Section 45. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
Warranty as to Stock. In the case of the initial deposit of the Stock, the Company and, in the case of subsequent deposits thereof, each person so depositing Stock under this Deposit Agreement shall be deemed thereby to represent and warrant that such Stock and each certificate therefor are valid and that the person making such deposit is authorized to do so. The Company hereby further represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Stock and the issuance of the Receipts.
Warranty as to Stock. The Company hereby represents and warrants that the Stock of each series, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such representation and warranty shall survive the deposit of such Stock and the issuance of the related Receipts.
Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable, subject to Michigan Compiled Laws Section 450.1551. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
Warranty as to Stock. 9 Section 3.4............
Warranty as to Stock. The Company hereby represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable, subject to Mississippi General Laws. Such representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.
Warranty as to Stock. All of the Borrower's outstanding stock, including all warrants, securities convertible into stock, options, and agreements to issue any stock, securities, warrants or options, shall be referred to as "Outstanding Stock." Borrower agrees that if Lender were to convert the total principal loan amount of $250,000 to stock at $1.25 per share, Lender would hold 2.54% of the outstanding stock of Borrower. Lender recognizes Borrower will be issuing additional shares of stock to fund Borrower's operations, and may also effect other capitalization changes. To protect Lender from dilution of its conversion rights, Borrower agrees that: (a) In the event Borrower sells shares of its stock below $1.25 per share (or $1.00 per share in the event of the extension of the Note.) Borrower agrees to adjust the share prices in the conversion section of this Agreement by decreasing the various conversion prices described in the Agreement by such percentage as necessary to return the Borrower's percentage of Outstanding Shares issued as a result of note conversion by Lender to such number as represent the percentage of shares they would have represented has Borrower sold the additional equity at a price of $1.25 per share (or $1.00 per share in the event of an extension of the note); (b) Lender shall have a right, prior to the closing of any private financing by Borrower, to purchase shares in such financing sufficient to maintain the percentage ownership, until such time as Borrower successfully completes a registered securities offering, including debt securities; (c) Lender's conversion prices as described in this Agreement and the Note shall be adjusted proportionately to reflect any change in Borrower's capitalization caused by stock splits (forward or reverse) or stock dividends. Borrower represents and warrants it is a reporting company and that benefits of Rule 144 will be available to Lender with respect to the Stock issued pursuant to section 1 and all other shares of stock issues to Lender under the terms of this Agreement.
