Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel,...
Certain Representations and Agreements. The Company represents, covenants and agrees:
(a) During the period the Warrant is outstanding, it will cause an appropriate number of Common Shares to be duly and validly authorized and reserved and will keep available out of its authorized Common Shares, solely for the purpose of issue upon exercise of Warrants as herein provided, a sufficient number of Common Shares to provide for the issuance of the full amount of Warrant Shares issuable upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
(b) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.
(c) All Warrant Shares issuable upon the exercise of this Warrant Certificate pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, and free from all taxes, liens and charges. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of Common Shares to provide for the exercise in full of this Warrant.
Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and the Administrative Agent and the Lenders as follows:
(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Lender makes no representation or warranty and assumes no responsibility with respect to (i) the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of the Credit Agreement or any other Loan Document, (ii) any recital, representation, warranty, document, certificate, report or statement in, provided for in, received under or in connection with, the Credit Agreement or any other Loan Document, or (iii) the existence, validity, enforceability, perfection, recordation, priority, adequacy or value, now or hereafter, of any Lien or other direct or indirect security afforded or purported to be afforded by any of the Loan Documents or otherwise from time to time.
(b) The Transferor Lender makes no representation or warranty and assumes no responsibility with respect to (i) the performance or observance of any of the terms or conditions of the Credit Agreement or any other Loan Document on the part of the Borrower or any other Person, (ii) the business, operations, condition (financial or otherwise) or prospects of the Borrower or any other Person, or (iii) the existence of any Event of Default or Potential Default.
(c) Each Purchasing Lender confirms that it has received a copy of the Credit Agreement and each of the other Loan Documents, together with copies of the financial statements referred to in Section 3.06 thereof, the most recent financial statements delivered pursuant to Section 5.01 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Transfer Supplement. Each Purchasing Lender confirms that it has made such analysis and decision independently and without reliance upon the Administrative Agent, the other Agents, the Transferor Lender or any other Lender.
(d) Each Purchasing Lender, independently and without reliance upon the Administrative Agent, the other Agents, the Transferor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, will make its own decisions to take or not take action...
Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferring Participant and the Purchasing Participant represent, warrant and confirm to and agree with each other and the Company as follows:
5.1 Each of the Transferring Participant and the Purchasing Participant has all requisite corporate or company authority to execute and deliver this Transfer Supplement and perform its obligations hereunder.
5.2 The Purchasing Participant confirms that it has made such review, analysis and decision to acquire the Transferring Participant’s Interests independently and without reliance upon the Company or the Transferring Participant.
5.3 The Purchasing Participant confirms that it has such knowledge and experience in the origination, sale and/or purchase of performing and non-performing or distressed loans, including, without limitation, construction loans secured by residential properties, as well as financial and business matters as to enable the undersigned to utilize the information made available to it with respect to the Transferring Participant’s Interests to evaluate the merits and risks of a purchase of the Transferring Participant’s Interests, and to make an informed decision with respect thereto.
5.4 The Purchasing Participant acknowledges, understands and represents that it is able to bear the economic risks associated with the acquisition and ownership of the Transferring Participant’s Interests, including, without limitation, the risk of a total loss of its investment therein and the risk that it may be required to hold the Transferring Participant’s Interests for an indefinite period of time.
5.5 The Purchasing Participant acknowledges that, unless otherwise provided in this Transfer Supplement, the Transferring Participant is not and will not make any representation or warranty with respect to the Transferring Participant’s Interests.
5.6 The Purchasing Participant acknowledges and agrees that (i) the proposed sale of the Transferring Participant’s Interests is not intended to constitute the sale of a “security” within the meaning of the Securities Act of 1933, as amended, or any applicable federal or state securities laws, (ii) no inference that any of the Transferring Participant’s Interests is a “security” under such federal or state securities laws shall be drawn from any of the representations or warranties made by the Purchasing Participant, (iii) it is not contemplated that any filing will be made with the Securities and Exchange Commis...
Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives) and in making sales of Securities we agree to
Certain Representations and Agreements. The Company represents, covenants and agrees:
(a) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.
(b) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the exercise in full of this Warrant. The Company will procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise of this Warrant on the principal stock exchange on which shares of Common Stock are then listed or traded.
(c) Subject to Section 5.01 of the Investment Agreement, the Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such exercise.
(d) The Company shall not amend or modify any provision of the Certificate of Incorporation or the by-laws of the Company in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder.
Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and the Agent and the Lenders as follows:
Certain Representations and Agreements. We represent that we are (a) a member in good standing of the NASD, or (b) a bank that is not a member of the NASD or (c) a foreign bank, broker, dealer or institution not eligible for membership in the NASD. If we are such a NASD member, we agree that in making sales of Securities we will comply with all applicable rules of the NASD. If we are not a NASD member, we agree to comply as though we were a member with Conduct Rules 2730, 2740 and 2750 of the NASD and to comply with the requirements of the NASD’s Interpretation with Respect to Free-Riding and Withholding. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America except through the Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. If we are a bank, we agree that we will not accept any portion of the management fee paid by the Underwriters with respect to the offering of any Securities or, in connection with the public offering of any Securities that do not constitute “exempted securities” within the meaning of Section 3(a)(l2) of the 1934 Act, purchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concession, discount or other allowance from any Underwriter or Selected Dealer, which in any such case is not permitted under
Certain Representations and Agreements. The Executive hereby understands and agrees that (a) none of the shares of Restricted Stock have been registered or qualified under any federal or state securities laws and are being issued by the Company in reliance upon certain exemptions from registration or qualification under such laws, (b) because the shares of Restricted Stock have not been registered or qualified under any federal or state securities laws, such shares are subject to restrictions imposed by such laws on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, (c) because the Executive may be deemed to be an affiliate of the Company under the federal securities laws, the shares of Restricted Stock may be subject to additional restrictions imposed by applicable law on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, and (d) he is (and his heirs, executors, administrators and representatives are) bound by, and the shares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in this Agreement, the Company's Certificate of Incorporation and applicable law. The Executive hereby represents and warrants to the Company as follows:
(a) The Executive is a member of the Company's Board of Directors and is the Company's Chairman of the Board and Chief Executive Officer;
(b) No representations, promises or commitments have been made to the Executive concerning the amount of dividends or distributions, the percentage of profit or the return on investment, if any, that he might expect to receive as a result owning the shares of Restricted Stock, nor have any representations, promises or commitments been made to the Executive relating to any repurchase by the Company of shares of Restricted Stock upon vesting; and
(c) The shares of Restricted Stock shall be held by him for his own account and not for another person and not with a view to resale, distribution, subdivision or fractionalization of such shares.
Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules, including, without limitation, Conduct Rules 2740 and 2790. If we are not a member of FINRA, we agree to comply as though we were a member with Conduct Rules 2730, 2740 and 2750 and 2790 of FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the FINRA as it applies to a nonmember broker or dealer in a foreign country. We also represent that the
