Representations as to Warrant Sample Clauses

Representations as to Warrant. Consultant is acquiring the Warrant and the USB Shares for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Consultant (a) is able to bear the loss of his entire investment in the Warrant and the USB Shares without any material adverse effect on his financial condition, and (b) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment to be made by him in the Warrant and the USB Shares pursuant to this Agreement. Consultant will notify the Company in writing before selling or otherwise disposing of the Warrant or the USB Shares, describing briefly the nature of any such sale or other disposition, and no such sale or other disposition shall be made unless and until (a) the Company has received an opinion of counsel reasonably satisfactory to the Company that such proposed disposition or transfer may be lawfully made without the registration of the Warrant or the USB Shares pursuant to the Securities Act of 1933, as amended and applicable state securities laws or (b) an effective registration of the Warrant or the USB Shares under the Securities Act of 1933, as amended and applicable state securities laws. The Company shall require that the Warrant and certificate representing the USB Shares be stamped or imprinted with an appropriate legend reflecting the foregoing restrictions.
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Related to Representations as to Warrant

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • Representations and Warranties on Deposit of Shares Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY The Company and Seller jointly and severally represent and warrant to the Purchaser that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

  • Representations, Warranties and Agreements Section 6.01.

  • Representations and Warranties of Fund Each Fund represents and warrants to the Transfer Agent that:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

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