Company Acknowledgments a. The Company hereby agrees that it shall not replace the Transfer Agent as the Company’s transfer agent without the prior written consent of the Buyer.
b. The Company agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent the Company shall engage a suitable replacement transfer agent that will agree to serve as transfer agent and to be bound by the terms and conditions of these Irrevocable Transfer Agent Instructions within 5 business days from the effectiveness of such resignation.
c. The Company acknowledges that the Buyer is relying on the representations and covenants made by the Company hereunder and are a material inducement to the Buyer purchasing the Debenture pursuant to the Agreement. The Company further acknowledges that without such representations and covenants of the Company made hereunder, the Buyer would not purchase the Debenture.
d. The Company specifically acknowledges and agrees that in the event of a breach or threatened breach by a party hereto of any provision hereof, the Buyer will be irreparably damaged and that damages at law would be an inadequate remedy if these Irrevocable Transfer Agent Instructions were not specifically enforced. Therefore, in the event of a breach or threatened breach by the Company, including, without limitation, the attempted termination of the agency relationship created by this instrument, the Buyer shall be entitled, in addition to all other rights or remedies, to an injunction restraining such breach, without being required to show any actual damage or to post any bond or other security, and/or to a decree for specific performance of the provisions of these Irrevocable Transfer Agent Instructions.
Company Acknowledgments. The Company understands and agrees that Consultant performs consulting services for others and the general public, and that Consultant reserves the right to continue to provide consulting services similar to the services provided herein for others, so long as Consultant is not placed in a position of conflict, abides by its confidentiality obligations as set forth in Section 5 above, and the performance by Consultant of the Services hereunder are not thereby impaired in any way.
Company Acknowledgments. The Company hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (b) neither the Agent nor any Lender has any fiduciary relationship to the Company, the relationship being solely that of borrower and lender, (c) no joint venture exists among or between the Company and the Agent or any Lender, and (d) the Agent and the Lenders undertake no responsibility to the Company to review or inform the Company of any matter in connection with any phase of the business or operations of the Company and the Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to the Company by the Agent or any Lender is for the protection of the Agent and the Lenders and neither the Company nor any third party is entitled to rely thereon.
Company Acknowledgments. The Company hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (b) the Bank has no fiduciary relationship to the Company, the relationship being solely that of borrower and lender, (c) no joint venture exists between the Company and the Bank, and (d) the Bank undertakes no responsibility to the Company to review or inform the Company of any matter in connection with any phase of the business or operations of the Company and the Company shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, the Company by the Bank is for the protection of the Bank and neither the Company nor any third party is entitled to rely thereon.
Company Acknowledgments. The Company acknowledges that:
(a) in connection with the offering of the Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or its controlling persons, officers and directors, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives, to the fullest extent permitted by applicable law, any claims it may have against the Underwriters arising from an alleged breach of agency or fiduciary duty in connection with the offering of the Shares; and
(b) the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, the Time of Sale Prospectus, and the Prospectus are the statements set forth therein under the caption "Underwriting"; and the Underwriter confirms that such statements are correct.
Company Acknowledgments. The Company hereby agrees and acknowledges that: (a) the Investor and its Affiliates will rely on this Letter Agreement in declining to communicate or offer a business opportunity to the Company or any of its subsidiaries unless Section 5 (Excluded Opportunities) applies to such person; (b) an Investor or an Affiliate will rely on this Letter Agreement to retain or exploit such business opportunity for itself or for the benefit of persons or entities other than the Company and its subsidiaries; and (c) the Company is entering into this Agreement in consideration for the Investor’s entry into the Transaction and to induce the Investor to perform its obligations under the terms of the Transaction.
Company Acknowledgments. 14.1 Company understands and acknowledges that each of the Investors, in their sole discretion, may elect to hold the Securities for various periods of time, as provided in the Offering Documents, and the Company further acknowledges that Agent makes no representations or warranties as to how long the Securities will be held by each Investor or the Investors' trading history or investment strategies.
14.2 Company understands that the Securities are convertible based upon the market price at the time of conversion. Since there is no floor on the variable conversion price of the Convertible Notes, there is the risk that conversion of the Securities could result in significant dilution to the Company's Common Stock if the price of the Company's Common Stock declines.
14.3 Company understands that, although the redemption privilege protects against unsatisfactory dilution, the Company must have available funds or credit lines in order to effect a redemption. There is no assurance that the Company will have available funds or credit lines in order to effect a redemption at any given time.
14.4 Company understands that there is no assurance as to how the market and/or market makers will respond to the private placement structure.
14.5 Company acknowledges that Agent has not made (either directly or through any agent or representative) any representations, warranties or covenants contrary to sections 14.1 through 14.4 and that Agent has disclosed the risks inherent in the structure of the Offering including, without limitation, risks associated with the activities contemplated in sections 14.1 through 14.4.
14.6 Company acknowledges that due to the existence of a variable conversion price, future conversions of the Convertible Notes could result in the issuance of more than twenty percent (20%) of the outstanding Common Stock of Company.
14.7 Company acknowledges that it has conducted a thorough analysis and has determined to its satisfaction that (i) the Offer and sales of the Convertible Notes and the issuance of Common Stock upon conversion thereof will not result in a violation of New York Stock Exchange ("NYSE") Listed Company Manual Section 312.03(c) (or any successor rule) (the "NYSE 20% Rule") or any other applicable NYSE Rules and (ii) this Offering will not be deemed to be integrated with any prior placement of securities by the Company under Rule 502 of the Securities Act of 1933 or other applicable law.
Company Acknowledgments. (a) The Company acknowledges and agrees that you will not be required to work full time for the Company and that you may, from time to time, provide consulting and/or other services to other entities, provided that such other engagements comport with your obligations set forth in this agreement.
(b) The Company acknowledges and agrees that you will continue to remain active as a member of the Board of Directors of Opgen, Inc. and that you may, in the future, be appointed to be a member of the Board of Directors of another company (or other companies), provided that such other appointments comport with your obligations set forth in this agreement. The Company further agrees that it will not unreasonably interfere with your ability to serve on any such Boards.
Company Acknowledgments. A. I acknowledge that I have reviewed and agreed to version Split NVP X or Single NVP (check one) of the Service Plan Addendum and that the Service Plan(s) selected in Part II of this document corresponds with the Service Plan Addendum. Ø Company’s Initial
B. I acknowledge that I have reviewed and agree to the most recent version of the Ts & Cs. Ø Company’s Initial C. I acknowledge that any changes made by or on behalf of Company to the Terms and Conditions of this document, the Service Plan Addendum, or the Ts & Cs, whether or not authorized by a PCS Account Representative, Automatically renders the Agreement null and void. Ø Company’s Initial
Company Acknowledgments. Each Company hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, (b) the Bank has no fiduciary relationship to any Company, the relationship being solely that of debtor and creditor, and (c) no joint venture exists between any Company and the Bank.
