Common use of Covenants, Representations and Warranties Clause in Contracts

Covenants, Representations and Warranties. The Company hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to 5:00 p.m. (Ottawa, Ontario time) on the Termination Date, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this Warrant. The Company hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Common Shares may be listed from time to time. All Common Shares which are issued upon the exercise of the right of purchase provided in this Warrant, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this Warrant, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Company hereby represents and warrants that this Warrant is a valid and enforceable obligation of the Company, enforceable in accordance with the provisions of this Warrant.

Appears in 5 contracts

Samples: Subscription Agreement (Adherex Technologies Inc), Adherex Technologies Inc, Adherex Technologies Inc

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Covenants, Representations and Warranties. The Company hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to 5:00 p.m. (Ottawa, Ontario time) on the Termination Date, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this Warrant. The Company hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Common Shares may be listed from time to time. All Common Shares which are issued upon the exercise of the right of purchase provided in this Warrant, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this Warrant, shall be and be deemed to be validly issued, fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Company hereby represents and warrants that this Warrant is a valid and enforceable obligation of the Company, enforceable in accordance with the provisions of this Warrant.

Appears in 5 contracts

Samples: Subscription Agreement (Fennec Pharmaceuticals Inc.), Subscription Agreement (Adherex Technologies Inc), Subscription Agreement (Adherex Technologies Inc)

Covenants, Representations and Warranties. The Company Corporation hereby represents and warrants that (a) it is authorized to create and issue the Warrants Warrants; (b) this Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable against it in accordance with the provisions of this Warrant Certificate; and (c) all necessary Toronto Stock Exchange and NYSE MKT LLC (“NYSE MKT”) approvals have been obtained. The Corporation hereby covenants and agrees that (i) it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate or certificates representing such Common Shares to be issued and that, issued; (ii) at all times prior to 5:00 p.m. (Ottawa, Ontario time) on the Termination DateExpiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this WarrantWarrant Certificate; (iii) all Common Shares issued upon exercise of the right to purchase provided for herein shall, upon payment of the Exercise Price therefor, be issued as fully paid and non-assessable shares, and be free from any and all taxes, liens and charges relating thereto; (iv) it shall make all requisite filings under all applicable securities laws and the respective regulations made thereunder including those necessary to remain a reporting issuer not in default of any requirement of such acts and regulations; and (v) it shall preserve and maintain its corporate existence and all licenses and permits that are material to the proper conduct of its business. The Company Corporation hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such all Common Shares issuable upon exercise of this Warrant shall be approved for listing (subject to issue or notice of issue) on each the Toronto Stock Exchange, the NYSE MKT and on such other stock exchange exchanges or over-over- the-counter market markets on which the Common Shares may be are listed from time to time. All Common Shares which are issued upon the exercise of the right of purchase provided in this Warrant, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this Warrant, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Company hereby represents and warrants that this Warrant is a valid and enforceable obligation of the Company, enforceable in accordance with the provisions of this Warrant.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Klondex Mines LTD), Membership Interest Purchase Agreement (Klondex Mines LTD)

Covenants, Representations and Warranties. The Company Corporation hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to 5:00 p.m. (Ottawa, Ontario time) on the Termination DateExpiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this WarrantWarrant Certificate. The Company Corporation hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Common Shares may be are listed from time to at the relevant time. All Common Shares which are issued upon the exercise of the right of purchase provided in this WarrantWarrant Certificate, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this WarrantWarrant Certificate, shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Company Corporation hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation of the CompanyCorporation, enforceable against it in accordance with the provisions of this WarrantWarrant Certificate.

Appears in 1 contract

Samples: Senior Secured Facility Agreement (Klondex Mines LTD)

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Covenants, Representations and Warranties. The Company Corporation hereby represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to 5:00 p.m. (Ottawa, Ontario time) on the Termination DateExpiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this WarrantWarrant Certificate. The Company Corporation hereby further represents and warrants that such Common Shares have been conditionally approved for listing on the Toronto Stock Exchange (the “TSX”), subject only to customary deliveries to be made by the Corporation to the TSX (which deliveries the Corporation covenants and agrees that it will at its expense expeditiously use its best efforts to deliver) and covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice of issue) on each other stock exchange or over-the-counter market on which the Common Shares may be listed from time to time. All Common Shares which are issued upon the exercise of the right of purchase provided in this WarrantWarrant Certificate, upon payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this WarrantWarrant Certificate, shall be and be deemed to be fully paid and non-non- assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Company Corporation hereby represents and warrants that this Warrant Certificate is a valid and enforceable obligation of the CompanyCorporation, enforceable in accordance with the provisions of this WarrantWarrant Certificate.

Appears in 1 contract

Samples: Copper Purchase and Sale Agreement

Covenants, Representations and Warranties. The Company Corporation hereby represents covenants and warrants agrees that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided in this Warrant Compensation Option Certificate and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to 5:00 p.m. (Ottawa, Ontario time) on the Termination DateExpiry Time, it will reserve and there will remain unissued a sufficient number of Common Shares to satisfy the right of purchase provided for in this WarrantCompensation Option Certificate. The Company Corporation hereby further covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Common Shares may be are listed from time to at the relevant time. All Common Shares which are issued upon the exercise of the right of purchase provided in this WarrantCompensation Option Certificate, upon full payment therefor of the amount at which such Common Shares may be purchased pursuant to the provisions of this WarrantCompensation Option Certificate, shall be and be deemed to be fully paid and non-assessable shares of the Corporation and free from all taxes, liens and charges with respect to the issue thereof. The Company Corporation hereby represents and warrants that this Warrant Compensation Option Certificate is a valid and enforceable obligation of the CompanyCorporation, enforceable against it in accordance with the provisions of this WarrantCompensation Option Certificate.

Appears in 1 contract

Samples: Agency Agreement (Quest Rare Minerals Ltd.)

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