Examples of Orchid Asia in a sentence
Orchid Asia hereby represents and warrants to the Company that the statements contained in this Article IV are true, correct and complete as of the date hereof and as of the Closing Date (unless any representations and warranties expressly relate to another date, in which case as of such other date).
Subject to the terms and conditions of this Agreement, the issuance and subscription of the Subscription Shares of Orchid Asia (the “Closing”) shall take place via the remote exchange of electronic documents and signatures on September 1, 2017, or at such other time and place as the Company and Orchid Asia shall mutually agree in writing (the date on which the Closing takes place, the “Closing Date”).
Orchid Asia has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which Orchid Asia is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Orchid Asia is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment, and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted.
Except as specifically disclosed in the Disclosure Schedule, each of the Warrantors hereby jointly and severally represents and warrants to Orchid Asia that the statements contained in this Article III are true, correct and complete as of the date hereof and as of the Closing Date (unless any representations and warranties expressly relate to another date, in which case as of such other date).
Any term of this Agreement may be amended only with the written consent of the Company and Orchid Asia.
Subject to the accuracy of the representations of Orchid Asia set forth in Article IV below, the offer, sale and issuance of the Subscription Shares to Orchid Asia in conformity with the terms of this Agreement are exempt from the qualification, registration and prospectus delivery requirements of the Securities Act.
Each Party may not disclose the existence of the transactions contemplated under this Agreement or the Financing Terms except by way of a press release in form and substance jointly approved by the Company and Orchid Asia; provided, however, that any press release containing the name of, or making specific reference to, Orchid Asia or any of its Affiliates shall require the prior written consent of Orchid Asia.
Orchid Asia, on the one hand, and the Company, on the other hand, shall each nominate one arbitrator and the third, who shall serve as president of the tribunal, shall be nominated by the party-nominated arbitrators.
The execution and delivery of this Agreement and the other Transaction Documents to which Orchid Asia is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Orchid Asia.