Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 35 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 24 contracts
Samples: Safe (Simple Agreement for Future Equity) (IX Acquisition Corp.), Safe (Simple Agreement for Future Equity) (Aerkomm Inc.), Safe (Simple Agreement for Future Equity) (Aerkomm Inc.)
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder that:
(a) The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the state State of its incorporation, and Delaware. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) The executionThis Agreement has been duly authorized, delivery executed and performance delivered by the Company of this instrument is within the power and constitutes a valid and binding agreement of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the extent that enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.
(c) The compliance by the Company with this Agreement and general principles of equity. To the knowledge consummation of the Companytransactions herein contemplated will not conflict with, it is not result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries or constitute a default under (i) its current certificate the terms of incorporation any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or bylawsother agreement, (ii) any material statuteobligation, rule condition, covenant or regulation applicable to the Company or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents of the Company’s subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in each casethe case of clauses (i) and (iii), such violation as would not impair in any material respect the consummation of the Company’s obligations hereunder or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsAgreement.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the The Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business will have as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, othersClosing sufficient cash available to pay the Aggregate Purchase Price to the Selling Stockholder on the terms and conditions contained herein.
Appears in 14 contracts
Samples: Share Repurchase Agreement (Walgreens Boots Alliance Holdings LLC), Share Repurchase Agreement (Cencora, Inc.), Share Repurchase Agreement (Walgreens Boots Alliance Holdings LLC)
Company Representations. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock shares of CF Shadow Series issuable pursuant to Section 1.
(e) To The Company shall, prior to the conversion of this instrument, reserve from its knowledgeauthorized but unissued shares of Capital Stock for issuance and delivery upon the conversion of this instrument, such number of shares of the Company owns or possesses (or can obtain on commercially reasonable terms) CF Shadow Series, and, from time to time, will take all steps necessary to amend its charter to provide sufficient legal rights to authorized numbers of shares of the CF Shadow Series issuable upon the conversion of this instrument. All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all patentsliens, trademarkssecurity interests, service marks, trade names, copyrights, trade secrets, licenses, information, processes charges and other intellectual property rights necessary for its business as now conducted encumbrances or restrictions on sale and as currently proposed to be conductedfree and clear of all preemptive rights, without any conflict with, except encumbrances or infringement of the rights of, othersrestrictions arising under federal or state securities laws.
Appears in 13 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.and
Appears in 13 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants as of the date hereof to the Sellers that:
(a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation, and Delaware. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) The execution, delivery and performance by the Company of this instrument is within Agreement and the power consummation of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is transactions herein contemplated will not in violation of (i) its current certificate conflict with or result in a breach or violation of incorporation any of the terms or bylawsprovisions of, (ii) or constitute a default under any material statuteindenture, rule mortgage, deed of trust, loan agreement or regulation applicable to the Company other agreement or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in the case of each casesuch clause, such violation after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or defaultmade as of the date of this Agreement, individuallyand except, or together with all such violations or defaultsin the case of clauses (i) and (ii), could as would not reasonably be expected to have a material adverse effect on (A) the business, operations, results of operations, properties, assets or condition (financial or otherwise) of the Company.
, the Partnership and its subsidiaries, taken as a whole, or (cB) The the ability of the Company to consummate the transactions contemplated by this Agreement (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not and will not: (i) violate any material judgment, statute, rule or regulation applicable reasonably be expected to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is have a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsMaterial Adverse Effect.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 9 contracts
Samples: Purchase Agreement (Taylor Morrison Home Corp), Purchase Agreement (Taylor Morrison Home Corp), Purchase Agreement (Taylor Morrison Home Corp)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: :
(i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 8 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate the any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 5 contracts
Samples: Simple Agreement for Future Equity (Safe) (Cemtrex Inc), Simple Agreement for Future Equity (Safe), Simple Agreement for Future Equity (Safe)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: :
(i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 4 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationorganization, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, operating agreement; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock shares of CF Shadow Series issuable pursuant to Section 1.
(e) To If the Company, prior to the conversion of this instrument, is restructured as a corporation, then it shall issue from its knowledgeauthorized but unissued shares of Capital Stock for issuance and delivery upon the conversion of this instrument, such number of shares of the Company owns CF Shadow Series or possesses (of Capital Stock, and, from time to time, will take all steps necessary to amend its charter to provide sufficient authorized numbers of shares of the CF Shadow Series or can obtain on commercially reasonable terms) sufficient legal rights to Capital Stock issuable upon the conversion of this instrument. All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all patentsliens, trademarkssecurity interests, service marks, trade names, copyrights, trade secrets, licenses, information, processes charges and other intellectual property rights necessary for its business as now conducted encumbrances or restrictions on sale and as currently proposed to be conductedfree and clear of all preemptive rights, without any conflict with, except encumbrances or infringement of the rights of, othersrestrictions arising under federal or state securities laws.
Appears in 4 contracts
Samples: Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity, Crowdfunding Simple Agreement for Future Equity
Company Representations. (a) The Company is a corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws of the state State of its incorporationDelaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Omnibus Team Unit Instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorPrime Trust, has been duly authorized by all necessary actions on the part of the Company. This instrument Omnibus Team Unit Instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Team Unit Instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentOmnibus Team Unit Instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock the Omnibus Team Unit Instrument issuable pursuant to Section 1.
(e) To its knowledgeThe Company is (i) not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act, (ii) not an investment company as defined in Section 3 of the Investment Company Act of 1940 (the “Investment Company Act”), and is not excluded from the definition of investment company by Section 3(b) or Section 3(c) of the Investment Company Act, (iii) not disqualified from selling securities under Rule 503(a) of Regulation CF, (iv) not barred from selling securities under Section 4(a)(6) of the Securities Act due to a failure to make timely annual report filings, (vi) not planning to engage in a merger or acquisition with an unidentified company or companies, and (vii) organized under, and subject to, the laws of a state or territory of the United States or the District of Columbia.
(g) The Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict withhas, or infringement will shortly after the issuance of this Omnibus Team Unit Instrument, engage a transfer agent registered with the rights of, othersU.S. Securities and Exchange Commission to act as the sole registrar and transfer agent for the Company with respect to the Omnibus Team Unit Instrument.
Appears in 4 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 3 contracts
Samples: Revenue Loan Agreement, Revenue Loan Agreement, Revenue Loan Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument SAFT is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation formation or bylawslimited liability company operating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument SAFT do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSAFT, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(f) The Company incorporates and restates in this SAFT by reference all representations and warranties made by the Company contained in the Purchase Agreement.
Appears in 3 contracts
Samples: Simple Agreement for Future Tokens (Saft) (Blockstack Inc.), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery delivery, and performance by the Company of this instrument SAFT is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation formation or bylawslimited liability company operating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument SAFT do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSAFT, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(f) The Company incorporates and restates in this SAFT by reference all representations and warranties made by the Company contained in the Purchase Agreement.
Appears in 3 contracts
Samples: Simple Agreement for Future Tokens, Simple Agreement for Future Tokens, Simple Agreement for Future Tokens
Company Representations. (a( a ) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the its state of its incorporationlimited liability company (the “Company”), hereby issues to the Investor the right to certain formation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b( b ) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate certificate of incorporation formation or bylawsoperating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c( c ) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 3 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state State of its incorporationDelaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument REG-CF SAFE is within the power of the Company and, other than with respect to the actions to be taken when equity Capital Stock is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument REG-CF SAFE constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument REG-CF SAFE do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentREG-CF SAFE, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock shares of CF Shadow Series issuable pursuant to Section 11(a).
(e) To The Company shall, prior to the conversion of this REG-CF SAFE, reserve from its knowledgeauthorized but unis- sued shares of Capital Stock for issuance and delivery upon the conversion of this REG-CF SAFE, such number of shares of the Capital Stock as necessary to effect the conversion contemplated by this REG-CF SAFE, and, from time to time, will take all steps necessary to amend its charter to provide sufficient authorized numbers of shares of the Capital Stock issuable upon the conversion of this REG-CF SAFE. All such shares shall be duly authorized, and when issued upon any such con- version, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws.
(f) The Company is (i) not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), (ii) not an investment company as defined in Section 3 of the Investment Company Act of 1940 (the “Investment Company Act”), and is not excluded from the definition of investment company by Section 3(b) or Section 3(c) of the Investment Company Act, (iii) not disqualified from selling securities under Rule 503(a) of Regulation CF, (iv) not barred from selling securities under Section 4(a)(6) of the Securities Act due to a failure to make timely annual report filings, (vi) not planning to engage in a merger or acquisition with an unidentified company or companies, and (vii) organized under, and subject to, the Company owns laws of a state or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement territory of the rights of, othersUnited States or the District of Columbia.
Appears in 3 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s 's corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Common Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 3 contracts
Samples: Safe (Simple Agreement for Future Equity) (Orangehook, Inc.), Safe (Simple Agreement for Future Equity) (Orangehook, Inc.), Safe (Simple Agreement for Future Equity) (Orangehook, Inc.)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued delivered to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument, other than: than (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.and
Appears in 3 contracts
Samples: Token Purchase Agreement, Purchase Agreement, Purchase Agreement
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants as of the date hereof to the Sellers that:
(a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation, and Delaware. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) The execution, delivery and performance by the Company of this instrument is within Agreement and the power consummation of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is transactions herein contemplated will not in violation of (i) its current certificate conflict with or result in a breach or violation of incorporation any of the terms or bylawsprovisions of, (ii) or constitute a default under, any material statuteindenture, rule mortgage, deed of trust, loan agreement or regulation applicable to the Company other agreement or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in the case of each casesuch clause, such violation after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or defaultmade as of the date of this Agreement, individuallyand except, or together with all such violations or defaultsin the case of clauses (i) and (iii), could as would not reasonably be expected to have a material adverse effect on (A) the Company.
business, operations, results of operations, properties, assets or condition (cfinancial or otherwise) The of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company to consummate the transactions contemplated by this Agreement (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not and will not: (i) violate any material judgment, statute, rule or regulation applicable reasonably be expected to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is have a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsMaterial Adverse Effect.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Berry Petroleum Corp), Stock Purchase Agreement (Berry Petroleum Corp)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s 's corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Safe (Technology Holdings North America Inc.), Safe (Technology Holdings North America Inc.)
Company Representations. (a) The Company 4.1 CASE Ecosystem is a corporation company duly organized, validly existing and in good standing under the laws of the state of its incorporationEngland, and the Company has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) 4.2 The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is CASE Tokens are to be issued to the InvestorBuyer, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The 4.3 To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) 4.4 No consents or approvals are required in connection with the performance of this instrument, other than: (i) than the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the 4.5 The Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or an infringement of the rights of, of others.
4.6 No guarantees. The Company does not provide any representations or guarantees that: the CASE Ecosystem will function with declared parameters and that the functionality of the CASE Token cannot change.
4.7 The purchase of CASE Tokens: (a) does not constitute a loan to Company in accordance with the law; and (b) does not grant the Buyer any rights to the property of Company.
Appears in 2 contracts
Samples: Simple Agreement for Future Tokens (Saft), Simple Agreement for Future Tokens (Saft)
Company Representations. (a) The Company is a corporation Corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorLender, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company (except for any liens arising under the Notes) or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Revenue Loan Agreement, Revenue Loan Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Rolling SAFE is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Rolling SAFE constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Rolling SAFE do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentRolling SAFE, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Rolling Safe, Rolling Safe
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationformation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Units are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of of
(i) its current certificate of incorporation formation or bylawsoperating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate limited liability company approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate limited liability company approvals for the authorization of Capital Stock Units issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the corporate power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of of: (i) its current certificate amended articles of incorporation or bylaws, association as currently in effect; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under approvals and waiver of participation rights by the Company’s applicable securities lawsshareholders; and (iiiii) necessary corporate approvals for the authorization of Capital Stock shares of the Company issuable pursuant to Section 12 hereof.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of of, the rights of, of others.
Appears in 2 contracts
Samples: Safe (Simple Agreement for Future Equity) (Holisto Ltd.), Safe (Simple Agreement for Future Equity) (Holisto Ltd.)
Company Representations. (a) The Company hereby represents and warrants to Purchaser as follows:
a. Company is a corporation duly organized, formed and validly existing and in good standing under the laws of the state of its incorporationBahamas, and has the corporate power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) b. The execution, delivery and performance by the Company of this instrument Purchase Agreement is within the Company’s corporate power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes Purchase Agreement constitutes, and each other transaction document when executed by Purchaser will constitute, a legalvalid, valid legal and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except as limited by bankruptcy, insolvency insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. .
c. To the knowledge of the Company’s officers, it Company is not in violation of (i) its current certificate of incorporation and memorandum and articles of association (or bylawssimilar organizational documents), (ii) any material statute, rule or regulation applicable to the Company it, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The d. To the knowledge of Company’s officers, the performance and consummation of the transactions contemplated by this instrument Purchase Agreement do not and will not: not (i) violate any material judgment, statute, rule or regulation applicable to the Company; , (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; , or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, forfeiture or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) e. No consents or approvals are required in connection with the performance of this instrumentPurchase Agreement, other than: than (i) the Company’s corporate approvals; approvals and (ii) any qualifications or filings under applicable law, including securities laws; and (iii) necessary corporate approvals for the authorization law filings, each of Capital Stock issuable pursuant which shall be made prior to Section 1closing of this Offering.
(e) f. To its knowledgethe knowledge of Company’s officers, the Company owns or possesses (or can obtain on commercially reasonable reasonably terms) sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, with or infringement of the rights of, of others.
Appears in 2 contracts
Samples: Purchase Agreement (THC Therapeutics, Inc.), Purchase Agreement (Millennium Blockchain, Inc.)
Company Representations. (a( a ) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b( b ) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c( c ) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d( d ) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e( e ) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Safe (Simple Agreement for Future Equity), Safe (Simple Agreement for Future Equity)
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants as of the date hereof to the Sellers that:
(a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation, and Delaware. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) The execution, delivery and performance by the Company of this instrument is within Agreement and the power consummation of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is transactions herein contemplated will not in violation of (i) its current certificate conflict with or result in a breach or violation of incorporation any of the terms or bylawsprovisions of, (ii) or constitute a default under any material statuteindenture, rule mortgage, deed of trust, loan agreement or regulation applicable to the Company other agreement or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in the case of each casesuch clause, such violation after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or defaultmade as of the date of this Agreement, individuallyand except, or together with all such violations or defaultsin the case of clauses (i) and (iii), could as would not reasonably be expected to have a material adverse effect on (A) the Company.
business, operations, results of operations, properties, assets or condition (cfinancial or otherwise) The of the Company and its subsidiaries, taken as a whole, or (B) the ability of the Company to consummate the transactions contemplated by this Agreement (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not and will not: (i) violate any material judgment, statute, rule or regulation applicable reasonably be expected to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is have a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsMaterial Adverse Effect.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Berry Petroleum Corp), Stock Purchase Agreement (Berry Petroleum Corp)
Company Representations. (a) The Company is a corporation Limited Liability Company duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorLender, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company (except for any liens arising under the Notes) or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Revenue Loan Agreement, Revenue Loan Agreement
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Sellers as of the date hereof that:
(a) The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation, and Delaware. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.
(c) The execution, delivery and performance by the Company of this instrument is within Agreement and the power consummation of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is transactions herein contemplated will not in violation of (i) its current certificate conflict with or result in a breach or violation of incorporation any of the terms or bylawsprovisions of, (ii) or constitute a default under any material statuteindenture, rule mortgage, deed of trust, loan agreement or regulation applicable to the Company other agreement or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) violate any provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement, except, in each casethe case of clauses (i) and (iii), such violation or default, individually, or together with all such violations or defaults, could as would not reasonably be expected to have a material adverse effect on Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the Company.
(c) The execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not and will not: (i) violate any material judgment, statute, rule or regulation applicable reasonably be expected to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is have a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsMaterial Adverse Effect.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Put/Call Agreement (Taylor Morrison Home Corp), Put/Call Agreement (Taylor Morrison Home Corp)
Company Representations. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock shares issuable pursuant to Section 1.
(e) To The Company shall, prior to the conversion of this instrument, reserve from its knowledgeauthorized but unissued shares of Capital Stock for issuance and delivery upon the conversion of this instrument, such number of shares of Common Stock required to be issued pursuant to Section 1, and, from time to time, will take all steps necessary to amend its charter to provide sufficient authorized numbers of shares of Common Stock issuable upon the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to conversion of this instrument. All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all patentsliens, trademarkssecurity interests, service marks, trade names, copyrights, trade secrets, licenses, information, processes charges and other intellectual property rights necessary for its business as now conducted encumbrances or restrictions on sale and as currently proposed to be conductedfree and clear of all preemptive rights, without any conflict with, except encumbrances or infringement of the rights of, othersrestrictions arising under federal or state securities laws.
Appears in 2 contracts
Samples: Crowdfunding Simple Agreement for Future Equity (CNS Pharmaceuticals, Inc.), Crowdfunding Simple Agreement for Future Equity
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Seller that:
(a) The Company has been duly incorporated and is a corporation duly organized, validly existing and as an entity in good standing under the laws of the state State of its incorporation, and Delaware. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) The executionThis Agreement has been duly authorized, delivery executed and performance delivered by the Company of this instrument is within the power and constitutes a valid and binding agreement of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the extent that enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.
(c) The compliance by the Company with this Agreement and general principles of equity. To the knowledge consummation of the Company, it is transactions herein contemplated will not in violation of (i) its current certificate conflict with or result in a breach or violation of incorporation any of the terms or bylawsprovisions of, (ii) or constitute a default under any material statuteindenture, rule mortgage, deed of trust, loan agreement or regulation applicable to the Company other agreement or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) violate any provision of the certificate of incorporation, by-laws or articles of association, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in each casethe case of clauses (i) and (iii), such violation as would not impair in any material respect the consummation of the Company’s obligations hereunder or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do Agreement, except where the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not and will not: (i) violate impair in any material judgment, statute, rule or regulation applicable to respect the consummation of the Company; (ii) result in ’s obligations hereunder or reasonably be expected to have a material adverse effect on the acceleration financial position, shareholders’ equity or results of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue operations of the Company or the suspensionand its subsidiaries, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationstaken as a whole.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Share Repurchase Agreement (Veritiv Corp), Share Repurchase Agreement (UWW Holdings, LLC)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; , (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; , or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations, subject to any applicable consents or approvals contemplated in Section 5(d) below.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate and bank approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Common Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Safe (Backblaze, Inc.), Safe (Backblaze, Inc.)
Company Representations. (a) The Company is a corporation hereby represents as follows:
(i) This Agreement has been duly organizedand validly authorized, validly existing executed and in good standing under delivered by the laws Company and shall constitute the legal, valid and binding obligation of the state Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of its incorporationequity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and has other similar laws relating to, or affecting generally, the power enforcement of applicable creditors’ rights and authority to own, lease and operate its properties and carry on its business as now conductedremedies.
(bii) The execution, delivery and performance by the Company of this instrument is within Agreement and the power consummation by the Company of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part Exchange contemplated hereby will not (i) result in a violation of the Company. This instrument constitutes a legal, valid and binding obligation certificate of incorporation or bylaws of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) violate any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract agreement to which the Company is a party or by which it the Company or any of its property or assets is bound, whereor (iii) result in a violation of any law, in each caserule, such violation regulation, order, judgment or defaultdecree (including federal and state securities laws) applicable to the Company, individually, or together with all except for such violations which would not, individually or defaultsin the aggregate, could reasonably be expected to have a material adverse effect on the business, assets, properties or condition (financial or otherwise) of the Company or on the ability of the Company to perform its obligations hereunder.
(iii) The execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of the Company.
(civ) The performance Shares will be, when issued in accordance with this Agreement, duly issued, fully-paid, non-assessable and consummation freely transferable in accordance with the Securities Act.
(v) Upon issuance thereof in accordance with the terms of this Agreement, the Shares shall not constitute “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, any certificate(s) representing the Shares shall not bear any restrictive legend, and no “stop transfer” or similar order shall be maintained against the Shares with the Company’s transfer agent.
(vi) The Company has not paid and will not pay any commission or similar remuneration to any person in connection with the solicitation or effectuation of the Exchange.
(vii) The Company has not engaged any broker, finder or other entity acting under the authority of the Company or any of its affiliates that is entitled to any commission or other fee in connection with the Exchange.
(viii) The Company has not provided to Holder any material information that has not been publicly disclosed concerning the Company, its subsidiaries and affiliates, including, but not limited to, the general business, plans and prospects of the Company, its subsidiaries and affiliates as well as possible future financings and other transactions or changes in the Company’s capital structure (the “Material Non-Public Information”) nor any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this instrument do Agreement. The Company acknowledges that Holder has not and will not: (i) violate requested to be provided with any material judgment, statute, rule Material Non-Public Information or regulation applicable any such other information referred to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsimmediately preceding sentence.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Exchange Agreement (Diodes Inc /Del/), Exchange Agreement (Diodes Inc /Del/)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is for the authorization of Capital Stock issuable pursuant to be issued to the InvestorSection 2, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation the Company Charter or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material debt, indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt, indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 12.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 2 contracts
Samples: Commission Agreement (Aclarion, Inc.), Safe (Aclarion, Inc.)
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationformation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylawsOperating Agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) DRAFT No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Units issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationorganization, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Membership Interests are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation organization or bylawsoperating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate the any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Membership Interests issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. The Company hereby represents and warrants to the Investor that the following representations and warranties are true and correct as of the date of this Agreement:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. The Company has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligation of the Company, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of debtors’ obligations generally and general principles of equity.
(b) The execution, delivery and performance by the Company of this instrument Agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the best knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could not reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentAgreement, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws, if any; and (iii) necessary corporate approvals for the authorization of Capital Common Stock issuable pursuant to Section 1Clause 2(b) hereof.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: License Agreement (Athenex, Inc.)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument in- strument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance accor- dance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement enforce- ment of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate the any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance perfor- xxxxx of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable any shares of capital stock of the Company issued pursuant to Section 1.
1 (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesli- censes, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) . The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) . The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) . No further consents or approvals are required in connection with the performance of this instrument, other than: than (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iiiii) necessary corporate approvals for the authorization of Capital shares of Series CF Preferred Stock issuable pursuant to Section 1.
(e) To . The Company shall, prior to the conversion of this instrument, reserve from its knowledgeauthorized but unissued shares of Preferred Stock for issuance and delivery upon the conversion of this instrument, such number of shares of the Company owns or possesses (or can obtain on commercially reasonable terms) Series CF Preferred Stock, and, from time to time, will take all steps necessary to amend its charter to provide sufficient legal rights to authorized numbers of shares of the Series CF Preferred Stock issuable upon the conversion of this instrument. All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all patentsliens, trademarkssecurity interests, service marks, trade names, copyrights, trade secrets, licenses, information, processes charges and other intellectual property rights necessary for its business as now conducted encumbrances or restrictions on sale and as currently proposed to be conductedfree and clear of all preemptive rights, without any conflict with, except encumbrances or infringement of the rights of, othersrestrictions arising under federal or state securities laws.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationEngland and Wales, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation association or bylawsshareholders agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationformation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Membership Units are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation organization or bylawsoperating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate limited liability company approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate limited liability company approvals for the authorization of Capital Stock Membership Units issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: :
(i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(f) Schedule 3(f) attached hereto sets forth the fully diluted capitalization table of the Company assuming conversion of this Safe at the Safe Price.
(g) Except as set forth in Schedule 3(g), there are no agreements or transactions between the Company and any officer, director or stockholder of the Company or any entity in which any of the foregoing has a material interest, other than standard employee benefits generally made available to all employees, standard director and officer indemnification agreements approved by the Company’s board of directors, and the purchase of shares of the Capital Stock and the issuance of options to purchase shares of Common Stock.
(h) Except as set forth in Schedule 3(h), the Company has not incurred any material liabilities or obligations, contingent or otherwise.
Appears in 1 contract
Samples: Safe
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Equity Securities issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state its Province of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: :
(i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Shares issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation violation: of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, of others.
Appears in 1 contract
Samples: Simple Agreement for Future Equity
Company Representations. (a) The Company represents that, as of the date of delivery of this Lease:
A. The Company is a corporation duly organized, validly existing Delaware limited liability company qualified to conduct business and in good standing under the laws of the state of its incorporationState, and has duly authorized the power execution, delivery and authority to ownperformance of this Lease, lease the Indenture, and operate its properties and carry on its business as now conductedthe Bond Purchase Agreement.
(b) B. The execution, delivery and performance by the Company of this instrument is within Lease, the power Indenture, and the Bond Purchase Agreement will not conflict with, contravene, violate or constitute a breach of or default under its organizational documents or the Company andbylaws or any law, other than with respect to the actions to be taken when equity is to be issued to the Investorrule, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legalregulation, valid and binding obligation of the Companyordinance, enforceable against the Company in accordance with its termsorder, except as limited by bankruptcyconsent, insolvency decree, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule agreement or regulation applicable to the Company or (iii) any material indenture or contract instrument to which the Company is a party or by which it or its properties or the Leased Property is bound.
C. All necessary authorizations, whereapprovals, in each caseconsents and other orders of any governmental authority or agency for the execution and delivery by the Company of this Lease, such violation the Indenture, and the Bond Purchase Agreement have been obtained or defaultwill be obtained prior to issuance of the Bond.
D. There is no action, individuallysuit, proceeding, inquiry or together with all such violations investigation by or defaultsbefore any court, could reasonably be expected public board or body pending or, to have a material adverse effect on the knowledge of the Company.
(c) The performance and consummation of , threatened against the transactions contemplated by this instrument do not and will not: Company, which (i) violate any material judgmentseeks to or does restrain or enjoin the issuance or delivery of the Bond or the execution and delivery of this Lease, statutethe Indenture, rule or regulation applicable to the Company; Bond Purchase Agreement, (ii) result in any manner questions the acceleration validity or enforceability of any material indenture the Bond, this Lease, the Indenture, or contract to which the Company is a party or by which it is bound; Bond Purchase Agreement, or (iii) result in questions the creation or imposition of any lien upon any property, asset or revenue authority of the Company to own or operate the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable Leased Property.
E. The agreement by the Issuer to issue the Bond and to lease the Leased Property to the Company, Company has induced the Company to undertake the Project and to conduct its business or operationsin Bernalillo County, New Mexico.
(d) No consents F. The Company intends to operate or approvals are required to cause the Leased Property to be operated so as to qualify as a “project” as defined in connection with the performance Act to the later of the payment in full of the principal of, premium, if any, and interest on the Bond and the expiration or early termination of the Term of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals Lease as provided herein as a facility for the authorization provision of Capital Stock issuable retail, food and entertainment services to the general public so as to qualify the Improvements, as applicable, for the deduction from gross receipts tax or governmental gross receipts tax and the exemption from compensating tax pursuant to Section 13.2.212.22 NMAC.
(e) To its knowledgeG. As agent for the Issuer, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights proposes to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary acquire the Improvements which the Company intends to qualify for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.tax-exemptions pursuant to
Appears in 1 contract
Samples: Lease Agreement
Company Representations. (a) The Company is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporationIsrael, and has the power and authority to own, lease lease, and operate its properties and carry on its business as now conducted.
(b) The execution, delivery delivery, and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. .
(c) This instrument constitutes a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation or bylawsassociation, (ii) any material statute, rule law or regulation applicable to the Company Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(cd) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statutelaw, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset asset, or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license license, or authorization applicable to the Company, its business or operations.
(de) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals, including for the authorization of shares issuable pursuant to Section 1; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(ef) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of of, the rights of, of others.
Appears in 1 contract
Samples: Safe (NeuroSense Therapeutics Ltd.)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(1) Company realizes that (i) the purchase of the Investor Securities is a long-term investment; (ii) the holder of the Investor Securities must bear the economic risk of investment for an indefinite period of time because the Investor Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state; and (iii) the transferability of the Investor Securities are restricted, and a restrictive legend will be placed on any instrument or certificate representing the Investor Securities, substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SECURITIES, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
(2) The Company represents and warrants that the Company comes within one of the categories of “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act or that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Investor Securitiess. The Company agrees to furnish any additional information that the Investor deems necessary in order to verify the Company’s representation hereunder.
Appears in 1 contract
Samples: Safe (Simple Agreement for Future Equity) (Millennium Blockchain, Inc.)
Company Representations. (a) The Company is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the state of its incorporation<Jurisdiction>, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylawsarticles of association, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentagreement, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Shares issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Simple Agreement for Future Tokens
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 4(d) below). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation Articles or bylawsany other agreement between the Company’s securityholders, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under any applicable securities lawslaw; and (iii) necessary corporate approvals for the authorization of Capital Stock the Safe Shares issuable pursuant to Section 12. All consents and approvals required in connection with the performance of this instrument by the Company shall be obtained on or before the Effective Date, and the obligation of payment of the respective portion of the Purchase Amount the Investor is subject to such consents and approvals being so obtained.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conductedconducted (the “Company Intellectual Property”), without any conflict with, or infringement of the rights of, others. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person or entity. No third party is infringing or violating any of the Company Intellectual Property which is owned by the Company (“Company Owned Intellectual Property”). The Company is taking security measures to protect the secrecy and the confidentiality of the Company Intellectual Property, which measures are reasonable and customary in the industry in which the Company operates. All personnel (including founders, employees, agents, consultants and contractors), who have contributed to or participated in the conception and/or development of the Company Owned Intellectual Property have executed nondisclosure agreements with the Company and has accorded the Company full and exclusive ownership of all rights whatsoever in all tangible and intangible property rights thereby arising or relating thereto.
(f) The Company has filed all tax returns and reports required by applicable laws in a timely manner and has fully paid all its tax obligations and other assessments due.
(g) All agreements, understandings, obligations, liabilities and contracts, whether written or oral, between the Company and any of its current or past founders, shareholders, officers, directors, and any party related thereto, have been, to the extent required under applicable law, properly approved by the board and shareholders of the Company (as applicable) and disclosed to the Investor.
(h) No action, proceeding or governmental inquiry or investigation is pending or, to the Company’s knowledge, threatened, against the Company or any of its founders, officers, directors or employees (in their capacity as such), or against the Company’s properties, before any court, arbitration board or tribunal or administrative or other governmental agency, nor is the Company aware of any fact which is reasonably expected to result in any such proceedings.
(i) The Company has complied in all material respects with all applicable employment laws, policies, procedures and agreements relating to employment, terms and conditions of employment and to the proper withholding and remission to the proper tax and other authorities of all sums required to be withheld from employees or persons deemed to be employees under applicable laws respecting such withholding. The Company has no employment contract with any officer or employee or any other consultant or person, which is not terminable by it at will without liability, upon thirty (30) days prior notice. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union. Neither the employment by the Company of any of its employees or consultants (including the Company’s Founders (as such term is defined in the Articles)), constitutes, or is likely to constitute, a breach of any of such persons’ obligations to third parties and former employers, including non-competition, non-solicitation, intellectual property ownership, or confidentiality obligations.
(j) There is no material fact or information that has not been disclosed to the Investors by the Company and would reasonably affect an investor’s decision to participate in the transaction contemplated hereunder (provided that material fact or information exclude any generally available information in connection with the industry or field in which the Company operates). Neither this instrument nor any document delivered by the Company in connection herewith contains any untrue statement of a material fact necessary to make the statements herein or therein not misleading, in view of the circumstances in which they were made.
Appears in 1 contract
Samples: Safe (Simple Agreement for Future Equity) (Inspira Technologies OXY B.H.N. LTD)
Company Representations. (a) The Company is a corporation body corporate duly organized, validly existing and in good standing under the laws of the its state of its incorporationorganization, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation formation or bylawslimited liability company agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the approvals required by the Company’s corporate approvals; (ii) any qualifications limited liability company agreement or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.operating agreement;
Appears in 1 contract
Samples: Subscription Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationGeorgia, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity debt is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current [certificate of incorporation or bylaws], (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s 's corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Loan Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Ordinary Shares issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the its state of its incorporationorganization, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to Section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of of: (i) its current certificate articles of incorporation organization or bylaws, the Operating Agreement; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate limited liability company approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate limited liability company approvals for the authorization of Capital Stock Shares issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationformation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylawsOperating Agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Units issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Safe (Simple Agreement for Future Equity) (General Cannabis Corp)
Company Representations. (a( a ) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the its state of its incorporationlimited liability company (the “Company”), hereby issues to the Investor the right to certain formation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b( b ) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation formation or bylawsoperating agreement, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c( c ) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To the Company’s knowledge, there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or threatened against the Company or or any of its respective properties or any of its respective directors, managers or officers (in their capacities as such). There is no judgment, decree or order against the Company, or, to the knowledge of the Company, any of its respective directors, managers or officers (in their capacities as such), that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this Safe, or that could reasonably be expected to have a material adverse effect on the Company.
(f) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state its country of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: :
(i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument SAFE is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument SAFE constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument SAFE do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSAFE, other than: (i) the Company’s 's corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.and
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Company Representations. (a) The Company is a corporation duly organizedorganised, validly existing and in good standing under the laws of the state Republic of its incorporationSouth Africa, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) . The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is shares in the Share Capital are to be issued to the Investor, has been duly authorized authorised by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) of: its current certificate of incorporation or bylaws, (ii) memorandum of incorporation; any material statute, rule or regulation applicable to the Company or (iii) Company; and/or any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) . The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal non-renewal of any material permit, license or authorization authorisation applicable to the Company, its business or operations.
(d) . No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities lawsthe Companies Act; and (iii) necessary corporate approvals for the authorization authorisation of Share Capital Stock issuable pursuant to Section clause 1.
(e) . To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others. The Investor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The Investor is granted this instrument and the securities to be acquired by the Investor hereunder by the Company, in exchange for the Purchase Amount, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state country of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ creditors ’rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation association or bylawsconstitutional documents, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be tobe conducted, without any conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1, including any approvals needed by the California Secretary of State for stock structure.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Simple Agreement for Future Equity (Safe) (Cann American Corp.)
Company Representations. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No further consents or approvals are required in connection with the performance of this instrument, other than: than (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iiiii) necessary corporate approvals for the authorization of Capital shares of Series CF Preferred Stock issuable pursuant to Section 1.
(e) To The Company shall, prior to the conversion of this instrument, reserve from its knowledgeauthorized but unissued shares of Preferred Stock for issuance and delivery upon the conversion of this instrument, such number of shares of the Company owns or possesses (or can obtain on commercially reasonable terms) Series CF Preferred Stock, and, from time to time, will take all steps necessary to amend its charter to provide sufficient legal rights to authorized numbers of shares of the Series CF Preferred Stock issuable upon the conversion of this instrument. All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all patentsliens, trademarkssecurity interests, service marks, trade names, copyrights, trade secrets, licenses, information, processes charges and other intellectual property rights necessary for its business as now conducted encumbrances or restrictions on sale and as currently proposed to be conductedfree and clear of all preemptive rights, without any conflict with, except encumbrances or infringement of the rights of, othersrestrictions arising under federal or state securities laws.
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Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Shareholders that:
(a) The Company is a corporation an exempted company duly organized, incorporated and validly existing and in good standing under the laws of the state of its incorporation, and Cayman Islands. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) The executionThis Agreement has been duly authorized, delivery executed and performance delivered by the Company of this instrument is within the power and constitutes a valid and binding agreement of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the extent that enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.
(c) The compliance by the Company with this Agreement and general principles of equity. To the knowledge consummation of the Companytransactions herein contemplated will not conflict with, it is not result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries or constitute a default under (i) its current certificate the terms of incorporation any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or bylawsother agreement, (ii) any material statuteobligation, rule condition, covenant or regulation applicable to the Company or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) any provision of the Amended and Restated Memorandum and Articles of Association of the Company or organizational documents of the Company’s subsidiaries or (iii) any act, statute, law, order, rule, regulation, judgment or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in each casethe case of clauses (i) and (iii), such violation as would not impair in any material respect the consummation of the Company’s obligations hereunder or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The financial position, Shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsAgreement.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the The Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business will have as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, othersClosing sufficient cash available to pay the Aggregate Purchase Price to the Selling Shareholders on the terms and conditions contained herein.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power full legal capacity, power, and authority to own, lease execute and operate deliver this SAFT and to perform its properties and carry on its business as now conductedobligations hereunder.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument SAFT constitutes a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge Company is at the date of the Company, it is this SAFT not in violation of (i) its current certificate certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument SAFT do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSAFT, other than: (i) than the Company’s corporate approvals; (ii) any qualifications . To the knowledge of the Company, no qualifications or filings filings under applicable securities laws; laws is necessary, and (iii) necessary corporate approvals for the authorization Company makes no express or implied warranties as to any liabilities or requirements imposed on the Company by financial authorities under applicable securities regulations following the date of Capital Stock issuable pursuant this SAFT, or from any consequences thereof. The Purchaser accepts and acknowledges that the Company may have to Section 1refund the Total Granted Artizcoin by ArtizyouSWAP Tokens to the Purchaser at any point should it be required under applicable law or due to a significant change in the Company’s legal position concerning securities regulations or otherwise.
(e) To the best of its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorLender, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Advance Note (Humanigen, Inc)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationSwitzerland, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the best knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the best knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its best knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or an infringement of the rights of, of others.
Appears in 1 contract
Samples: Simple Agreement for Future Tokens
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, Wyoming and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Rights or the Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or an infringement of the rights ofof others. PhunCoin is a proprietary trade name of the Company.
(f) THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE RIGHTS OR THE TOKENS, othersINCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF.
Appears in 1 contract
Samples: Token Rights Agreement (Stellar Acquisition III Inc.)
Company Representations. (a) The Company is a corporation duly organized, validly existing represents and in good standing under warrants to the laws of the state of its incorporation, and Investor that:
i. The Company has the all requisite power and authority to own, lease enter into this Agreement and operate its properties to consummate the transactions contemplated hereby;
ii. The execution and carry on its business as now conducted.
(b) The execution, delivery of this Agreement by the Company and performance the consummation by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has transactions contemplated hereby have been duly authorized by all necessary actions corporate action on the part of the Company;
iii. This instrument Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery hereof by the Investor) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by that such enforceability may be subject to (i) bankruptcy, insolvency insolvency, reorganization or other similar laws of general application affecting or relating to or affecting the enforcement of creditors’ ' rights generally and (ii) general principles equitable principles;
iv. The execution and delivery of equity. To this Agreement do not, and the knowledge consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation or default (with or without notice or lapse of time, or both) under, (i) any provision of the charter or organizational documents of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or (iii) any material indenture or contract to by which the Company is a party bound or by to which it any of its properties or assets is boundsubject, whereother than, in each casewhich any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default, individually, or together with all such violations or defaults, could default that would not reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule financial condition or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue operations of the Company or and its consolidated subsidiaries, taken as a whole, and would not impair the suspension, forfeiture, or nonrenewal ability of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for perform its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.obligations under this Agreement; and
Appears in 1 contract
Samples: Registration Rights Agreement (U S Online Communications Inc)
Company Representations. The Company represents and warrants to the Investor that:
(ai) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the all requisite power and authority to own, lease enter into this Agreement and operate its properties and carry on its business as now conducted.to consummate the transactions contemplated hereby;
(bii) The execution, execution and delivery and performance by the Company of this instrument is within Agreement and the power consummation of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has transactions contemplated hereby have been duly authorized by all necessary actions corporate action on the part of the Company. ;
(iii) This instrument Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery hereof by the Investor) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by that such enforceability may be subject to (i) bankruptcy, insolvency insolvency, reorganization or other similar laws of general application affecting or relating to or affecting the enforcement of creditors’ ' rights generally generally, and (ii) general principles equitable principles;
(iv) The execution and delivery of equity. To this Agreement does not, and the knowledge consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation or default (with or without notice or lapse of time, or both) under (i) any provision of the charter or organizational documents of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or (iii) any material indenture or contract to by which the Company is a party bound or by to which it any of its properties or assets is boundsubject, whereother than, in each casewhich any of its properties or assets is subject, other than, in the case of clause (ii) hereof, any such violation or default, individually, or together with all such violations or defaults, could default that would not reasonably be expected to have a material adverse effect on the Company.financial condition or operations of the Company and its consolidated subsidiaries, taken as a whole, and would not impair the ability of the Company to perform its obligations under this Agreement; and
(cv) The performance No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to the Company in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this instrument do not and will not: (i) violate any material judgmenthereby, statute, rule except as otherwise expressly provided herein or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract agreements pursuant to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsRegistrable Securities were issued.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Registration Rights Agreement (U S Online Communications Inc)
Company Representations. In connection with the transactions contemplated hereby, the Company represents and warrants to the Underwriter that:
(a) The Company is a corporation duly organized, validly existing incorporated and in good standing presently subsisting under the laws of the state Commonwealth of its incorporation, and Pennsylvania. The Company has the requisite corporate power and authority to ownexecute, lease deliver and operate perform its properties obligations under this Agreement and carry on its business as now conductedto consummate the transactions contemplated hereby.
(b) The executionThis Agreement has been duly authorized, delivery executed and performance delivered by the Company of this instrument is within the power and constitutes a valid and binding agreement of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the extent that enforcement thereof may be limited by bankruptcy, insolvency insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles.
(c) The compliance by the Company with this Agreement and general principles of equity. To the knowledge consummation of the Companytransactions herein contemplated will not conflict with, it is not result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries or constitute a default under (i) its current certificate the terms of incorporation any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or bylawsother agreement, (ii) any material statuteobligation, rule condition, covenant or regulation applicable to the Company or (iii) any material indenture or contract instrument to which the Company or any of its subsidiaries is a party or by which it the Company or any of its subsidiaries is boundbound or to which any of the property or assets of the Company or any of its subsidiaries is subject, where(ii) any provision of the Amended and Restated Articles of Incorporation or Bylaws of the Company or organizational documents of the Company’s subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in each casethe case of clauses (i) and (iii), such violation as would not impair in any material respect the consummation of the Company’s obligations hereunder or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance and by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operationsAgreement.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Share Repurchase Agreement (Armstrong World Industries Inc)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is Coins are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (iI) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Agreement do not and will not: (iI) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentAgreement, other than: (iI) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(f) The Company incorporates and restates in this Agreement by reference all representations and warranties made by the Company.
Appears in 1 contract
Company Representations. (a) 3.1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease lease, and operate its properties and carry on its business as now conducted.
(b) 3.2. The execution, delivery delivery, and performance by the Company of this instrument CARE is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the Company. This instrument Subject to the accuracy of the Investor’s representations set forth in Section 4, this CARE constitutes a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, ; (ii) any material statute, rule rule, or regulation applicable to the Company Company; or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could would reasonably be expected to have a material adverse effect on the Company.
(c) 3.3. The performance and consummation of the transactions contemplated by this instrument CARE do not and will not: (i) violate any material judgment, statute, rule rule, or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset asset, or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license license, or authorization applicable to the Company, its business business, or operations.
(d) 3.4. No consents or approvals are required in connection with the performance of this instrumentCARE, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) 3.5. To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, with or infringement of the rights of, of others.
Appears in 1 contract
Samples: Cogs Agreement to Retain Equity
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The authorized Capital Stock as of immediately prior to the Effective Date is set forth in the table captioned "Capitalization Table" attached hereto as Exhibit A. Such shares were issued at all times in material compliance with all applicable financial record keeping and reporting requirements and applicable anti-money laundering statutes, all rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency.
(c) The execution, delivery and performance by the Company of this instrument Agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and general principles of equity. To the knowledge of the Company, ; it is not in violation of (i) its current certificate of incorporation or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(cd) The Due performance and consummation of the transactions contemplated by this instrument Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(de) No consents or approvals are required in connection with the performance of this instrumentAgreement, other than: (i) the Company’s 's corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(ef) To its knowledgeThis Agreement shall be exclusively governed by and consumed in accordance with the laws of the State of Delaware, United States, without regard to conflicts of law. Each of the parties hereto irrevocable and unconditionally confirms and agrees that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, consents to and submits to the exclusive jurisdiction of, and venue in, the state and federal courts located in the State of California, United States over all disputes arising hereunder or in connection with the subject matter of this Agreement. The parties hereby irrevocably waive any right to allege lack of personal jurisdiction, improper venue or inconvenient form in any such action brought in any such court.
(g) The Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business (collectively, the "Intellectual Property") as now conducted and as currently proposed to be conducted, without any known conflict with, or infringement of, the rights of others. In the event that the Company does not own or possess the Intellectual Property, the Founders each agree to transfer Intellectual Property held by any such Founder, to the extent that such Intellectual Property of any Founder has not already been assigned, to the Company within ten (10) days after the Effective Date. Each Founder hereby agrees to take all such action as may be necessary or appropriate to satisfy the purposes and intent of the rights offoregoing. The Company and Founders agree to not establish any other company or entity that includes, othersor will include, any of the Intellectual Property, unless otherwise agreed to by the Investor.
Appears in 1 contract
Samples: Accelerator Contract for Equity (Society Pass Incorporated.)
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the its state of its incorporationorganization, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation formation or bylawsorganization, operating agreement, limited liability company agreement or similar organizational documents, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate internal approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate limited liability company approvals for the authorization of Capital Stock Membership Interests issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: :
(i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organizedestablished, validly existing and in good standing under the laws of the state State of its incorporation, Wyoming and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is Agreement is, to the Company’s knowledge, within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, bylaws or (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or defaultviolation, individually, or together with all such violations or defaultsviolations, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument Agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the CompanyCompany as currently in effect; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) To the knowledge of the Company, No consents consent, approval, order or approvals are authorization of, or designation, registration, declaration or filing with, any federal, state, local or other governmental authority on the part of Company is required in connection with the performance valid execution and delivery of this instrument, other than: (i) Agreement and the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1Tokens.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Token and Share Purchase Agreement
Company Representations. (a) The Company is a public benefit corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationDelaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument (i) is within the power of the Company and, and (ii) has been duly authorized by all necessary actions on the part of the Company (other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the CompanyPurchaser). This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it The Company is not in violation of (i) its current certificate of incorporation or bylawsbylaws (or equivalent organizational documents), (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the CompanyCompany or on the transactions contemplated by this instrument.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate its current certificate of incorporation or bylaws or any material judgment, statute, rule agreements among its stockholders (or regulation applicable to the Companyequivalent organizational documents); (ii) result in the breach of, or acceleration of any rights under, any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; approvals obtained prior to the date hereof;
(ii) necessary corporate approvals for the authorization of Next Financing Preferred Stock and Next Financing Non-Voting Common Stock issuable pursuant to Section 2, and (iii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, of others.
Appears in 1 contract
Samples: Revenue Share Subscription Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument instrume nt do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Revenue Loan Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationformation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorLender, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, bylaws or applicable constituent documents; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate or equivalent approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationBrazil, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iiiii) result in the creation or imposition of any lien upon any property, property or asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) than the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or an infringement of the rights of, of others.
Appears in 1 contract
Samples: Royalty Financing Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporationDelaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is is, to the Company’s knowledge, within the power of the Company and, other than with respect to the actions to be taken when equity is MATEs are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the CompanyCompany as currently in effect; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledgeTHE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, the Company owns or possesses INCLUDING ANY (or can obtain on commercially reasonable termsi) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.WARRANTY OF MERCHANTABILITY;
Appears in 1 contract
Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporationDelaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument Instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation formation or bylawsoperating agreement, if any, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument Instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrumentInstrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledgethe knowledge of the Company, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted.
(f) The Company makes no warranty whatsoever with respect to the Tokens, without including any conflict with(i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty of title; or (iv) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or infringement of otherwise. Except as expressly set forth herein, purchaser acknowledges that is has not relied upon any representation or warranty made by the rights ofCompany, othersor any other person on the Company’s behalf.
(g) While Company believes that there may be situations where the CRNC Tokens may not be securities pursuant to the Securities Act, due to uncertainty in regulatory environment concerning SAFTs and to ensure regulatory compliance, the Company is treating the SAFT interests as if they were securities.
Appears in 1 contract
Samples: Simple Agreement for Future Tokens (Mode Mobile, Inc.)
Company Representations. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorPrime Trust, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation charter or bylaws, ; (ii) any material statute, rule or regulation applicable to the Company Company; or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; ;
(ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Subscription Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock Ownership Interest issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporationColorado, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ creditors ‘ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s Company ‘s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or an infringement of the rights of, of others.
Appears in 1 contract
Samples: Saft (Simple Agreement for Future Tokens) (Millennium Blockchain, Inc.)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 11 of this instrument.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument Instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentInstrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(f) The Company has furnished to the Investor a copy of the preliminary Offering Circular in respect of the Company’s Regulation A+ Offering; a true copy of which is annexed to this instrument as Exhibit A hereto.
Appears in 1 contract
Samples: Safe (Simple Agreement for Future Equity) (YayYo, Inc.)
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of incorporation, is duly licensed to conduct its business under the laws of its state of incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Safe is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, and has been duly authorized by all necessary actions on the part of the CompanyCompany (subject to section 3(d)). This instrument Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Safe do not and will not: :
(i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSafe, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1; and (iv) Regulatory Approvals.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument Note is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the InvestorLender, has been duly authorized by all necessary actions on the part of the Company. This instrument Note constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument Note do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations[, other than as set forth in Section 7].
(d) No consents or approvals are required in connection with the performance of this instrumentNote, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
Appears in 1 contract
Samples: Revenue Loan Agreement
Company Representations. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the InvestorPurchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. 4 This document does not constitute legal advice and should not be relied on by any person. It is designed for general informational purposes only. Developers, purchasers, investors and any other participant in a token system should consult their own counsel.
(c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
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Company Representations. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument SAFT is within the power of the Company and, other than with respect to the actions to be taken when equity is Tokens are to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylawsformation, Memorandum and Articles of Association, (ii) any material statute, rule or regulation applicable to the Company or or
(iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this instrument SAFT do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any material lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrumentSAFT, other than: (i) than the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
(f) The Company incorporates and restates in this SAFT by reference all representations and warranties made by the Company contained in the Purchase Agreement.
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