A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT issued, sold and delivered in compliance with applicable federal and state securities laws and not subject to any preemptive rights. When issued in accordance with the terms of the Series 6-A Preferred and the Warrants, the shares of Common Stock issuable upon exercise of Series 6-A Preferred and the Warrants will be validly issued, fully paid and non-assessable. The terms relating to the Warrants are as set forth in Exhibit B attached hereto. The relative rights, preferences and other terms relating to the Series 6-A Preferred are as set forth in Exhibit C attached hereto. There are no preemptive rights, rights of first refusal, put or call rights or obligations or any other purchase or redemption obligations or anti-dilution rights with respect to the Company’s capital stock or any interests therein, other than as disclosed on Schedule 3.2 or rights set forth herein or in the Company’s Certificate of Incorporation or the Certificates of Designation establishing such capital stock. Other than as set forth herein, there are no rights to have the Company’s capital stock registered for sale to the public in connection with the laws of any jurisdiction, and there are no agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT part upon the representations of the Purchasers in Section 4 of this Agreement, and subject to Section 3.5 below, the Common Stock issuable upon conversion of the Shares and exercise of the Warrants will be issued in compliance with all applicable federal and state securities laws.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT. Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Company and the Purchaser is able financially to bear the risks thereof.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT such directors and officers are referred to herein as the “Covered Persons”), including run-off for past acts. From and after the Closing, the Company will fulfill and honor in all respects the obligations of the Company pursuant to any indemnification obligations of the Company with respect to each of the Covered Persons, and any indemnification provisions under the Company’s certificate of incorporation and bylaws will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Covered Persons as those contained in the certificate of incorporation and bylaws of the Company as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would adversely affect the rights of the Covered Persons, unless such modification is required by law. This covenant shall be enforceable by the Covered Persons as third party beneficiaries, and shall be binding on all successors and assigns of the Company.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT and non-assessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and not subject to any preemptive rights. When issued in accordance with the terms of the Series 6-A Preferred and the Warrants, the shares of Common Stock issuable upon exercise of Series 6-A Preferred and the Warrants will be validly issued, fully paid and non-assessable. The terms relating to the Warrants are as set forth in Exhibit A attached hereto. The relative rights, preferences and other terms relating to the Series 6-A Preferred are as set forth in Exhibit B attached hereto. There are no preemptive rights, rights of first refusal, put or call rights or obligations or any other purchase or redemption obligations or anti-dilution rights with respect to the Company’s capital stock or any interests therein, except as disclosed in the Company’s SEC Filings (as that term is defined herein) or rights set forth herein or in the Company’s Certificate of Incorporation or the Certificates of Designation establishing such capital stock.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT. Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in Section 4 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except such filings as shall have been made prior to and shall be effective on and as of the Closing and such filings required to be made after the Closing under applicable federal and state securities laws.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT. Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants to the Company that:
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT forth in Exhibit B attached hereto. There are no preemptive rights, rights of first refusal, put or call rights or obligations or any other purchase or redemption obligations or anti-dilution rights with respect to the Company’s capital stock or any interests therein, other than as disclosed on Schedule 3.2 or rights set forth herein or in the Company’s Certificate of Incorporation or the Certificates of Designation establishing such capital stock. Other than as set forth herein, there are no rights to have the Company’s capital stock registered for sale to the public in connection with the laws of any jurisdiction, and there are no agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.
