Certain Representations and Warranties of the Company. In connection with the purchase and sale of the Executive Securities hereunder, the Company hereby represents and warrants to Executive that:
(i) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware;
(ii) The execution, delivery and performance of this Agreement will not violate, conflict with or result in any breach of the Company's organizational documents or any terms or conditions of any material agreements to which the Company is a party;
(iii) Any Executive Securities to be delivered pursuant to this Agreement, including the shares of Common Stock issuable upon exercise of the Options, shall, when delivered, be duly authorized, validly issued, fully paid and non-assessable and will not be subject to pre-emptive or similar rights; and
(iv) The holders of least 75% of the Company's voting common stock have reviewed this Agreement and the Stock Option Agreement attached hereto as Annex A and have approved the terms and conditions contained herein and therein, including, without limitation, those terms and conditions relating to contingent payments that may be due to Executive upon a Sale of the Company and may have otherwise constituted an "excess parachute payment" pursuant to Section 280G of the Internal Revenue Code of 1986, as amended and a copy of such consent is attached hereto as Exhibit 7(c)(iv).
Certain Representations and Warranties of the Company. The Company ----------------------------------------------------- represents and warrants to UAM SSC that:
a. It is a corporation duly organized and existing and in good standing under the laws of the Maryland.
b. It is duly qualified to carry on its business in the Commonwealth of Massachusetts.
c. It is empowered under applicable laws and by its Charter and Bylaws to enter into and perform this Agreement.
d. All requisite proceedings of the Directors have been taken to authorize it to enter into and perform this Agreement.
Certain Representations and Warranties of the Company. The Company represents and warrants that as of the execution of this Agreement:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio.
(b) It has the authority and power to execute and deliver this Agreement, perform its obligations hereunder, and construct or cause to be constructed the Project, and it has duly executed and delivered this Agreement.
(c) The execution and delivery by it of this Agreement and the compliance by it with all of the provisions hereof (i) to the actual knowledge of the officer signing on behalf of the Company will not conflict with or result in any material breach of any of the provisions of, or constitute a material default under, any material agreement, its articles of organization or operating agreement, or other material instrument to which it is a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its activities or properties, and (ii) have been duly authorized by all necessary action on its part.
(d) To the actual knowledge of the officer signing on behalf of the Company, there are no actions, suits, proceedings, inquiries or investigations pending or threatened, against or affecting it in any court or before any governmental authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks to enjoin performance of, this Agreement or the construction of the Project, which could reasonably be expected to be adversely determined, and if determined adversely to the Company, would materially impair its ability to perform its obligations under this Agreement or to construct or cause to be constructed the Project.
Certain Representations and Warranties of the Company. By executing this Agreement, the Company warrants (i) that it is a corporation duly organized, validly existing and in good standing under the laws of all jurisdictions in which it is incorporated and/or licensed to conduct business; (ii) that it has full authority to enter into and perform its obligations under this Agreement, and that the corporate officer signing on its behalf has authority to do so; and (iii) that to the best of its knowledge there exists no actual or threatened proceeding or investigation of any kind against the Company or to which the Company might become a party which might affect the validity or enforceability of this Agreement.
Certain Representations and Warranties of the Company. The Company represents and warrants to LifeSci that: (a) it is not obligated to pay a finder’s fee to any person in connection with the introduction of the Company to LifeSci; and (b) neither the execution of this Agreement nor the consummation of any Transaction or Offering contemplated by this Agreement will conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or the lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any oral or written agreement, understanding or arrangement to which the Company or its affiliates is a party.
Certain Representations and Warranties of the Company. The Company represents and warrants to Maxim that neither the execution of this Agreement nor the consummation of any Transaction contemplated by this Agreement will conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or the lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any oral or written agreement, understanding or arrangement to which the Company or its affiliates is a party.
Certain Representations and Warranties of the Company. The Company represents and warrants to Service Company that:
A. It is a corporation duly organized and existing and in good standing under the laws of the State of Maryland.
B. It is an investment company registered under the Investment Company Act of 1940, as amended.
C. A registration statement under the Securities Act of 1933 has been filed and will be effective with respect to all shares of the Fund being offered for sale at any time and from time to time.
D. All requisite steps have been or will be taken to register the Fund's shares for sale in all applicable states, including the District of Columbia.
E. The Company and its Directors are empowered under applicable laws and by the Company's Charter and Bylaws to enter into and perform this Agreement.
Certain Representations and Warranties of the Company. As of the date of this Agreement and as of the Closing, the Company makes to Parent and MergerCo each and every one of the representations and warranties contained in this Article III with the understanding that Parent and MergerCo are relying upon the truth, accuracy and completeness of such representations and warranties in determining to consummate the Merger upon the terms and conditions set forth in this Agreement.
Certain Representations and Warranties of the Company. The Company represents and warrants that the Company’s board of directors has taken all action necessary and appropriate to waive the stock transfer restrictions contained in the Company’s Certificate of Incorporation in order to permit the sales of Common Stock by Director and Addison as set forth in Section 5.
Certain Representations and Warranties of the Company. The Company represents and warrants to Maxim that: (a) it is not obligated to pay a finder's fee to any person or entity in connection with the introduction of the Company to Maxim; and (b) neither the execution of this Agreement nor the consummation of any Transaction contemplated by this Agreement will conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or the lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to any oral or written agreement, understanding or arrangement to which the Company or its affiliates is a party.
