Certain Representations of the Company. Throughout the Exercise Period, the Company has and will continue to have (i) all requisite power and authority to issue this Warrant and the Warrant Shares, and (ii) sufficient authorized and unissued securities of Common Stock to permit exercise of this Warrant.
Certain Representations of the Company. In order to induce Subscriber to purchase the Stock from the Company, the Company hereby represents and warrants to Subscriber as of the date hereof and as of the Closing Date follows:
Certain Representations of the Company. In connection with, and in consideration of, the issuance of the New Warrant to the Investor, the Company hereby represents to the Investor:
A. The Company is validly existing and in good standing under the laws of the State of Delaware.
B. This Agreement has been duly authorized by all necessary corporate action on behalf of the Company and will be a valid and binding Agreement on the part of the Company when accepted in writing by an authorized officer of the Company. All corporate action necessary to the authorization, issuance, and delivery of the New Warrant will be taken prior to their issuance.
Certain Representations of the Company. The Company represents and warrants to SM on behalf of itself and its affiliates, as of the date hereof and through the completion of the Offering, that: (i) it has been duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was organized, with full power and authority to conduct its business as described in the Offering Materials; (ii) it has taken all required organizational and legal action necessary to execute and deliver this Agreement to SM; (iii) it has duly authorized, executed and delivered this Agreement, which constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms; (iv) the Offering Materials will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (v) neither the Company nor any of its affiliates has taken, and shall not take, any action, directly or indirectly, so as to cause the Offering to fail to qualify for an exemption from registration under the Securities Act; (vi) there has occurred no event with respect to the Company (a) that would make the Offering ineligible for reliance on Regulation A as a result of the application of Rule 262 under the Securities Act, or (b) that is required to be disclosed in the Memorandum; and (vii) the Company will conduct all activity related to the Offering and the Securities in compliance with applicable law.
Certain Representations of the Company. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due registration thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.
Certain Representations of the Company. In order to induce CHS to purchase the Class A Stock from the Company, the Company hereby represents and warrants to CHS as of the Closing Date follows:
Certain Representations of the Company. In connection the execution of this Agreement, the Company hereby represents and warrants to OCM, and its officers, managers, employees and agents that the Company:
(a) has duly elected to be subject to the provisions of Sections 55 through 65 of the Investment Company Act of 1940, as amended (the “1940 Act”), such election is effective and the provisions of the corporate charter and bylaws of the Company comply in all material respects of the 1940 Act; and
(b) the operations of the Company are in compliance in all material respects with the provisions of the 1940 Act applicable to business development companies and the rules and regulations of the Commission thereunder.
Certain Representations of the Company. The Company hereby represents to the Holders that as of the Effective Date:
(a) the Shelf Registration Statement is effective, the Company is not aware of any actions by the Commission to revoke the Shelf Registration Statement, and the Company has not received any written notices from the Commission of any defects or other issues or concerns associated with the Shelf Registration Statement which remain unresolved;
(b) the Company is not aware of any existing set of circumstances that would reasonably be expected to result in the commencement of a Blackout Period within the first fifteen (15) days immediately following the applicable Prospectus Supplement Filing Date relating to Common Shares set out in Exhibit A; and
(c) the Common Shares are listed on the New York Stock Exchange and the Company is not aware of any existing set of circumstances that would reasonably be expected to result in the Common Shares being delisted from such exchange during the term of this Agreement.
Certain Representations of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform the Company’s obligations under this Agreement, which obligations constitute legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws of general application referring to or affecting creditors’ rights generally or by general equitable principles. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not conflict with, violate, breach, or result in a default under, or the termination of, or give rise to an event which with notice, lapse of time, or both, would result in any such conflict, violation, breach, default, or termination of, or require any consent from or notice to any person or entity (except as has been obtained), under any provision of the organizational documents or insurance policies of the Company, any law or regulations applicable to the Company, or any contract to which the Company is a party.
Certain Representations of the Company. The Company hereby makes the representations and warranties provided in this Section 4 to the Investor and understands that, unless it notifies the Investor in writing to the contrary at or before the Acceptance, all of the Company's representations and warranties contained in this Section 4 will be deemed to have been reaffirmed and confirmed as of the Acceptance. Each representation and warranty is qualified in its entirety by the exceptions set forth on Schedule SE attached hereto and incorporated by reference herein. For purposes hereof, the following terms shall have the following meanings:
