Company Representations, Warranties and Covenants. The Company hereby represents, warrants, covenants and agrees as follows:
3.1. All Warrant Shares which are issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid, and nonassessable, not subject to any preemptive rights, and free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issue thereof, other than taxes with respect to any transfer occurring contemporaneously with such issue;
3.2. During the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved, and keep available free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant;
3.3. The Company will, from time to time, take all such action as may be required to assure that the par value per share of the Warrant Shares is at all times equal to or less than the then effective Exercise Price;
3.4. The Company shall not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, spinoff, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment;
3.5. This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights;
3.6. The execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, in violation of the Company’s certificate of incorporation or bylaws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company, and do not and will not conflict with or contravene any provision of, or constitute a material default under, any material indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval...
Company Representations, Warranties and Covenants. The Company hereby represents, warrants, agrees and covenants, as applicable, to and with the Holder that:
Company Representations, Warranties and Covenants. The Company hereby represents, warrants and agrees as follows:
(1) The Company and each of its subsidiaries listed on Schedule II hereto (the “Subsidiaries”) has been duly organized and has a valid existence and the authorization to transact business as a corporation under the laws of its jurisdiction of organization, with corporate power and authority to own and lease its properties and conduct its business as described in the Preliminary Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such jurisdictions wherein the failure to be so qualified and in good standing would not individually or in the aggregate have a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole (a “ Material Adverse Effect ”).
(2) No consent, approval, authorization, order, registration, filing or qualification of or with any such court or governmental, regulatory or self-regulatory agency or body is required for the valid authorization, execution, delivery and performance by the Company of this Agreement or the issuance of the Investor Shares, except for such consents, approvals, authorizations, registrations, filings or qualifications as may be required under the Securities Act or state securities or “blue sky” laws. The Company shall obtain the listing of the Investor Shares on the Nasdaq Global Market no later than the time of Closing.
(3) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus Supplement filed with the Commission by the Company on April 21, 2008 and as will be as set forth in the Final Prospectus under the caption “Capitalization” (other than for issuances after the dates thereof, if any, pursuant to employee benefit plans, or upon exercise of outstanding options or warrants, as the case may be). The Common Stock, including the Investor Shares, conforms, and in the case of the Final Prospectus, will conform, in all material respects to the description thereof contained in the Preliminary Prospectus and the Final Prospectus. All the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance, in ...
Company Representations, Warranties and Covenants. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed (or has otherwise cured all late filings to the satisfaction of the Securities and Exchange Commission (the “SEC”)) all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act; other than in respect of i) its annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005; ii) its quarterly report on Form 10-Q for the Company’s fiscal quarter ended March 31, 2006, and iii) prior periodic reports filed by the Company with the SEC which the SEC requires the Company to amend as a result of the Company's restatement of its financial statements as set forth in the Company's annual report on Form 10-K for the Company’s fiscal year ended December 31, 2005.
(b) The Company will not issue any stop transfer order or other order impeding the sale and delivery of any of the Closing Shares at such time as such Closing Shares are registered for public sale or an exemption from registration is available, except as required by federal or state securities laws.
(c) The Company agrees that upon issuance, the Closing Shares shall bear a legend which shall be in substantially the following form until such shares are covered by and sold under an effective registration statement filed with the SEC: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PAINCARE HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding anything herein to the contrary and except with respect to the registration rights and registration obligations pursuant to that certain Securities Purchase Agreement dated July 1, 2004, by and among the Company, Midsummer and the other purchasers signatory thereto (the "SPA"), and that certain registration rights agreement dated July 1, 2004, by and among the Company, Midsummer and the other purchasers signatory thereto (the "RRA"), which are superseded by Section 3 below, the Shares shall be deemed to be “Underlying Shares” under the terms of the SPA and the Company’s obligations under the SPA with respect...
Company Representations, Warranties and Covenants. Little Squaw represents, warrants and covenants (and acknowledges that the Subscriber is relying on such representations, warranties and covenants) that, at the Closing Date:
a. each of Little Squaw and each of its subsidiaries is a valid and subsisting corporation duly incorporated and in good standing under the laws of its jurisdiction of incorporation, and Little Squaw has no subsidiaries other than as set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2004;
b. each of Little Squaw and each of its subsidiaries is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where so required by the laws of that jurisdiction;
c. Little Squaw and its subsidiaries own, possess or have obtained, and are operating in compliance with, all governmental, administrative and third party licenses, permits, certificates, registrations, approvals, consents and other authorizations (collectively, “Permits”) necessary to own or lease (as the case may be) and operate their properties, and to conduct their businesses or operations as currently conducted, except such Permits the failure of which to obtain would not have a material adverse effect on the business, properties, operations, financial condition or results of operations of Little Squaw or its subsidiaries, and neither Little Squaw nor any of its subsidiaries has received any notice of proceedings relating to the revocation, modification or suspension of any Permits), if such proceedings would have a material adverse effect on Little Squaw, or any circumstance which would lead it to believe that such proceedings are reasonably likely;
d. the business and operations of Little Squaw and its subsidiaries have been conducted in accordance with all applicable laws, rules and regulations of all governmental authorities, except for such violations which would not, individually or in the aggregate, have a material adverse effect on the financial condition or business of Little Squaw and its subsidiaries;
e. the authorized capital of Little Squaw consists of (i) 200,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock. As of December 12, 0000, Xxxxxx Xxxxx had (A) 16,833,420 shares of common stock issued and outstanding, (B) no shares of preferred stock issued and outstanding, (C) outstanding options and/or warrants exercisable to purchase up to 4,520,000 shares of common stock, and (D) outstanding convert...
Company Representations, Warranties and Covenants. Company hereby represents, warrants and covenants to and in favor of Agent as follows:
Company Representations, Warranties and Covenants. The Company hereby represents, warrants and covenants, as applicable, to the Holder that, except as set forth in the SEC Reports:
Company Representations, Warranties and Covenants. The Company represents and warrants to and agrees with Subscriber that, except as set forth in the Company's Form 10-K for the year ended June 30, 2008 and all periodic reports filed with the Commission thereafter (hereinafter referred to collectively as the "SEC REPORTS"), including the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008 (the "FIRST QUARTER 2008 FORM 10-Q") or as set forth on the disclosure schedule dated the date hereof delivered by the Company to the Subscriber (the “DISCLOSURE SCHEDULE”):
Company Representations, Warranties and Covenants. Except as set forth in the disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following representations, warranties and covenants to the Investor:
Company Representations, Warranties and Covenants. The Company hereby represents, warrants and covenants to each Member as of the date of such Member’s admittance to the Company that:
(i) The Class A Units have been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued and will be free and clear of all Encumbrances (as defined in the Purchase Agreement), other than Encumbrances created by the Class A Units Member and restrictions on transfer imposed by this Agreement, the Securities Act, and applicable state securities Laws.
(ii) Assuming the accuracy of the Class A Units Member’s representations and warranties set forth in this Agreement, the Company has complied in all material respects with all applicable federal and state securities Laws in connection with the issuance of the Class A Units. Neither the Company nor any Person acting on its behalf has taken or will take any other action (including any offer, issuance or sale of any security of the Company under any circumstances which might require the integration of such security with the Class A Units under the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder), in either case so as to subject the issuance of the Class A Units to the registration provisions of the Securities Act. Neither the Company nor any Person acting on its behalf has offered the Membership Interests to any Person by means of general or public solicitation or general or public advertising, such as by newspaper or magazine advertisements, by broadcast media, or at any seminar or meeting whose attendees were solicited by such means.
(iii) The Company has had no operations or business, incurred no debt or liability, and has no assets, other than, in each case, in connection with the transactions contemplated by the Purchase Agreement and the Interim Investors Agreement and related matters.
