CONCERNING THE COMPANY. The Consultant agrees that he shall retain the confidential information in strict confidence and not disclose to any third party any or all of the confidential information without the express written prior consent of the Company. Furthermore, the Consultant agrees that during the term (as defined below) and for a period of one year thereafter neither he nor any affiliate or family member shall directly or indirectly, for their account or on behalf of any other party, whether as an employer, employee, Consultant, manager, member, agent, broker, contractor, stock holder, director, officer, investor, owner, lender, partner, joint venturer, franchiser, franchisee, licensor, licensee, sails representative, distributor, or otherwise, or through any business entity or vehicle whatsoever: (i) conduct, advise or render services to any business activity in competition with the Company or (ii) solicit hire or retain any employee or Consultant or its affiliate, or persuade or entice any employee or Consultant of the Company to leave the employ of the Company or its affiliates.
CONCERNING THE COMPANY. In order to induce the Purchaser to enter into this Agreement and complete its obligations hereunder, the Company represents and warrants to The Purchaser that:
(a) It is duly incorporated under the laws of England and Wales and is in good standing with respect to the filing of annual returns with the Registrar of Companies;
(b) the authorized share capital of the Company consists of 2,075,000 Ordinary A shares with a par value of ₤0.01 each and 245,000 Ordinary value of ₤0.01 ofeachwhich 1,830,000 Ordinary A shares and 245,000 Ordinary B shares are issued and outstanding as fully paid and non-assessable shares, registered in the names of the persons set out in Schedule A;
(c) except for the Company Shares, there are no other shares, options, warrants, convertible notes or debentures, agreements, documents, instruments or other writings of any kind whatsoever which constitute a "security" of the Company and, except as is provided for in this Agreement, there are no options, agreements, rights of first refusal or other rights of any kind whatsoever to acquire all or any part of the Company Shares or any interest in them from the Vendors or from any one of them;
(d) the constituting documents of the Company have not been altered since the incorporation of the Company or, if they have been, all such alterations are contained and reflected in the minute book of the Company;
(e) all of the material transactions of the Company have been promptly and properly recorded or filed in or with the books or records of the Company and the minute books of the Company contain all records of the meetings and proceedings of shareholders and directors of the Company since its incorporation;
(f) the only business carried on by the Company is the ownership and exploitation of a exclusive world-wide license to exploit the technology that enables users to send SMS messages via email utilising Microsoft Outlook, or any internet connection, to any mobile wireless device. Downloaded and ready to use in minutes, the product utilises key organisational features of Microsoft Outlook whilst having the flexibility to be incorporated into client Customer Relationship Management (CRM) applications, websites and any number of SMS gateways.
(g) the Company Financial Statements are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Company for the periods then ended and the Company Financial Statements have ...
CONCERNING THE COMPANY. 1. The Company represents to the Transfer Agent that:
(a) It is a business trust duly organized and existing under the laws of the State of Delaware.
(b) It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.
(c) All requisite corporate proceedings have been held to authorize it to enter into and perform this Agreement.
(d) It is an investment company registered under the Investment Company Act of 1940 (the "1940 Act"), as amended.
(e) A registration statement under the Securities Act of 1933, as amended, with respect to the Shares is effective. The Company shall notify the Transfer Agent if such registration statement or any state securities registrations have been terminated or a stop order has been entered with respect to the Shares.
2. Each copy of the Declaration of Trust of the Company and any amendment thereto provided by the Company to the Transfer Agent shall be certified by the Secretary of State (or other appropriate official) of the state of organization, and if such Declaration of Trust and/or amendments are required by law also to be filed with a county or other officer or official body, a certificate of such filing shall be filed with a certified copy submitted to the Transfer Agent. Each copy of the Declaration of Trust and By-Laws and copies of all amendments thereto, and copies of resolutions of the Board of Trustees of the Company, shall be certified by the Secretary or Assistant Secretary of the Company.
3. It shall be the sole responsibility of the Company to deliver to the Transfer Agent the Company's currently effective Prospectuses and, for purposes of this Agreement, the Transfer Agent shall not be deemed to have notice of any information contained in such Prospectuses until they are actually received by the Transfer Agent.
CONCERNING THE COMPANY. The Company represents and warrants to Parent and Merger Sub as follows:
CONCERNING THE COMPANY. Except as set forth in the Disclosure Schedules (which shall be prepared in accordance with and qualify such representations and warranties to the extent and in the manner set forth in Section 11.01), the Company, SBEEG and the Manager, on a joint and several basis, make the following representations and warranties to the Parent and the Merger Sub:
CONCERNING THE COMPANY. Except as set forth in the disclosure letter of Company dated as of the Agreement Date, including all Schedules thereto which will specifically reference the sections or subsections of this Article 3 to which the items of disclosure therein constitute an exception (unless and then to the extent the relevance to other sections or subsections is reasonably apparent from the face of the disclosed exception or from a reading of the document(s) referred to in such exception), which has been delivered by Company to Acquirer concurrently with the parties’ execution of this Agreement (the “Company Disclosure Letter”), Company and Arrowhead represent and warrant to Acquirer that each of the representations and warranties contained in the following sections or subsections of this Article 3 is true and correct as of the Agreement Date:
CONCERNING THE COMPANY. The Company represents and warrants to Parent and Sub that except to the extent set forth on the Company Disclosure Schedule that:
CONCERNING THE COMPANY. The Sellers and the Company represent and warrant to the Buyer that each of the statements contained in this Article 3 when read together with and qualified by the Disclosure Schedule is true and correct as of the date hereof.
CONCERNING THE COMPANY. The Company represents to the Transfer Agent that:
CONCERNING THE COMPANY. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so qualify would have a material adverse effect on the Company and its subsidiaries taken as a whole. The Company has registered its Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Common Stock is listed and trades on the NASDAQ Small Cap Market. The Company has filed all material required to be filed pursuant to all applicable reporting obligations under either Section 13(a) or 15(d) of the Exchange Act for a period of at least twelve (12) months immediately preceding the offer or sale of the Shares. The Company meets the eligibility requirements of the Commission with respect to the use of Form SB-2 for the filing of a registration statement with the Commission.
