Acknowledgments and Agreements of the Company Sample Clauses

Acknowledgments and Agreements of the Company. The Company acknowledges that the rights to adjustment of the Securities in accordance with the Offering Memorandum will be fully effective with respect to the Securities acquired by the Purchaser from the Sellers hereunder and that, upon the simultaneous subscription for Convertible Notes contemplated hereunder, such adjustments will be effected, notwithstanding the fact that certain Common Stock may have been purchased hereunder pursuant to the registration statement related thereto under the Securities Act. To induce the Purchaser to purchase the Securities pursuant hereto and subscribe for Convertible Notes, the Company agrees that it will file the Post-Effective Amendment naming the Purchaser as a selling stockholder with respect to the Common Stock underlying the Series A Preferred and Warrants and any shares of Common Stock so acquired by the Purchaser (without giving effect to any adjustment thereto pursuant to the Offering Memorandum, provided, however, that this limitation does not diminish in any respect the rights of the Purchaser with respect to the Securities, including, without limitation, the right to have the Common Stock resulting from such adjustment included in a registration statement under the Securities Act) within 15 days of the effectiveness of this Agreement. The Company acknowledges that, upon purchase of the Securities hereunder, the Purchaser shall have all of the rights of an original subscriber for the Units, including, without limitation, the registration rights and indemnification provisions set forth in the agreements related to such original subscriptions. The Company also acknowledges, in part on the basis of the representations of the Purchaser set forth herein, that the holding period of the Securities in the hands of the Purchaser for purposes of Rule 144 will include the holding period thereof of the Sellers hereunder. As an additional inducement to Purchaser, the Company further agrees that, in the event of any future modification of the terms of the Offering, Purchaser shall be entitled to the benefits thereof with respect to any Securities purchased hereunder and any Convertible Notes simultaneously acquired as contemplated herein.
Sample 1
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Acknowledgments and Agreements of the Company. The Company acknowledges that Credit Suisse and the Depositor are part of the Credit Suisse Group (the “CS Group”), a worldwide group of companies that is involved in a wide range of banking, investment banking, private banking, private equity, asset management and other investment and financial businesses and services, both for their own account and for the accounts of clients and customers. Credit Suisse and the other members of the CS Group provide a full range of securities services, including securities trading and brokerage activities. Credit Suisse and the other members of the CS Group may acquire, hold or sell, or may hold long or short positions, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company and any other company that may be involved in the transactions and other matters contemplated by this Agreement, as well as provide investment banking and other financial services to such companies. Credit Suisse and the other members of the CS Group may have interests, or be engaged in a broad range of transactions involving interests, that differ from those of the Company. The Company acknowledges and agrees that no member of the CS Group has any obligation to disclose such interests or transactions (or information relating thereto) to the Company and that Credit Suisse’s agreement to provide services to the Company hereunder will not require any other business or member of the CS Group to restrict its activities in any way or require the CS Group to provide the Company with any information whatsoever about, or derived from, those activities. Credit Suisse and the other members of the CS Group and certain of their respective employees, including members of the team performing in connection with the Transaction, as well as certain private equity funds associated or affiliated with the CS Group in which they may have financial interests, may from time-to-time acquire, hold or make direct or indirect investments in or otherwise finance a wide variety of companies, including parties with a potential direct or indirect interest in the Transaction. The CS Group has adopted policies and procedures designed to preserve the independence of its research analysts whose views may differ from those of the CS Group's investment banking department. Neither Credit Suisse nor any other member of the CS Group shall be liable to account to the Company...
Sample 1

Related to Acknowledgments and Agreements of the Company

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the world. Executive also agrees that trade secrets and confidential information of the Company, more fully described in Section 8(h) gained by Executive during Executive’s association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that Executive not compete with the Company during Executive’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in the following sections. As a condition of Company entering into this Agreement, Executive must also execute the Company’s Proprietary Information and Assignments Agreement.

  • Additional Agreements of the Company (a) Each time the Registration Statement or Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for (i) in the case of Notes, a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes issued alone or as part of a Unit, (ii) in the case of Units, (x) a change in the exercise price, exercise date or period or expiration of an underlying Warrant or (y) a change in the settlement date or purchase or sale price of an underlying Purchase Contract or (iii) a change you deem to be immaterial), the Company will deliver or cause to be delivered forthwith to you a certificate signed by an executive officer of the Company, dated the date of such amendment or supplement, as the case may be, in form reasonably satisfactory to you, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement or the Prospectus as amended or supplemented to the time of delivery of such certificate.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); the security interests and liens granted by each Borrower in favor of Agent are duly perfected, first priority security interests and liens.

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that:

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