1Representations and Warranties of the Company. Except as set forth under the corresponding section of the disclosure schedules delivered to the Purchasers concurrently herewith (the “Disclosure Schedules”) which Disclosure Schedules shall be deemed a part hereof, the Company hereby makes the representations and warranties set forth below to each Purchaser.
1Representations and Warranties of the Company. Except as set forth in the SEC Reports or the Disclosure Schedules, which SEC Reports and Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the SEC Reports and Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
1Representations and Warranties of the Company. The Company represents, warrants and covenants to the Purchaser that the statements contained in this Section 3.1 are true and correct as of the date hereof and as of the Closing Date:
(a) The Company has been duly incorporated and is validly existing as a public limited company in good standing under the laws of Ireland with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business, and to execute, deliver and perform its obligations under this Agreement (including but not limited to the issuance and delivery of the Shares), to be dated as of the Closing Date. The Company is duly qualified to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction which requires such qualification.
(b) All of the issued and outstanding Ordinary Shares have been duly and validly authorized and issued in compliance with all applicable Laws and are fully paid and nonassessable.
(c) The Shares have been duly and validly authorized and, when issued and delivered to and paid for by the Purchaser pursuant to this Agreement, will be fully paid and nonassessable and free and clear of all Liens, validly issued, fully paid and nonassessable and issued in compliance with all applicable Laws; the holders of outstanding shares in the capital of the Company are not entitled to preemptive or other rights to subscribe for the Shares, except for any such rights as have been effectively waived.
(d) The Company has all requisite power and authority to enter into, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary legal action on the part of the Company, and no further consent or authorization of the Company or its Subsidiaries or the board of directors of the Company or its Subsidiaries is required. No shareholder or equityholder approvals are required under the constitution of the Company or the charter or by-laws of any of its Subsidiaries, any instrument or agreement to which the Company or any of its Subsidiaries is a party, or under the rules of the Trading Market on which the Ordinary Shares are traded (including the Nasdaq Global Select Market, if applicable) in connection with the issuance of the Shares. This...
1Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser and the Placement Agents:
1Representations and Warranties of the Company. Except as set forth in the SEC Reports, which SEC Reports shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the SEC Reports, the Company hereby makes the following representations and warranties to the Purchaser:
1Representations and Warranties of the Company. The Company represents and warrants to Treasury that as of the date hereof and each Warrant Closing Date (or such other date specified herein):
1Representations and Warranties of the Company. The Company hereby represents and warrants to the Consultant as follows:
(a) The Company is, and will be during the Term, a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and qualified to do business in the state of California. Each Subsidiary is, and will be during the Term, duly organized, validly existing and in good standing under the laws of its state or organization and qualified to do business in each state in which the nature of its activities requires such qualification, except where the failure to do so would not have a material adverse effect on its business.
(b) The Company and each Subsidiary has full corporate power and authority to enter into, execute and deliver this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement is a legal and subject to obtaining approval by its Board, and to consummate the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the laws of bankruptcy, insolvency and moratorium and other laws or equitable principles generally affecting creditors’ rights.
(c) The execution, delivery, and performance by the Company of this Agreement not violate, conflict with, result in any breach of, or constitute a default under (i) the Company’s organizational documents and by-laws, or (ii) any law or (iii) result in the imposition of any material lien over the Company’s Assets.
(d) The Master License Agreement is valid and subsisting.
(e) Neither the Company nor Cell Science Holding Ltd., are in material breach of or default under the Master License Agreement.
(f) Pursuant to the Master License Agreement, (i) the Company has the legal authority to enter into Sublicense Agreements as contemplated herein; (ii) CBD Biotech has the legal authority to enter into the CBD Sublicenses as contemplated herein; (iii) the Company owns or otherwise has a valid right to use the Licensed Science as contemplated herein; and (iv) the Company’s and its subsidiaries use of the Licensed Science, including entering into any Sublicense Agreement, as contemplated herein does and will not violate any Applicable Law or violate, misappropriate or infringe upon the intellectual property rights of any Person.
(g) As of the Effective Date, no Person is infringing or has infringed upon the Company’s rights to use the Licensed Science ...
1Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Execution Date, as of the Closing Date and as of each Option Closing Date, if any, as follows:
1Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchasers which representations and warranties shall be true and correct as of the date hereof:
1Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors as follows.
