CONVERSION; REPRESENTATIONS BY AND COVENANTS OF HOLDER Sample Clauses

CONVERSION; REPRESENTATIONS BY AND COVENANTS OF HOLDER. 1.1 Subject to the terms and conditions hereinafter set forth, the Holder hereby agrees to convert all of his Preferred Shares for Shares and the Company agrees to issue Shares to the Holder subject to the condition set forth in the penultimate sentence of this paragraph. The Holder, by signing this Agreement, authorizes Commonwealth to deliver his Preferred Share certificates, for conversion, to the Company. To the extent not held in an account at Commonwealth, the Holder shall deliver the certificates to the Company or Commonwealth at the addresses specified in the Term Sheet promptly after execution of this Agreement. The completion of this offering (the "Offering") is contingent upon Holders of not less than 66 2/3% of the outstanding Preferred Shares (the "Threshold Amount") executing and delivering this Agreement and the Amendment Agreement. The Shares, together with any check in payment of fractional shares, will be delivered to the Holder following the consummation of the Offering as set forth in Article 3 hereof.
Sample 1
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Related to CONVERSION; REPRESENTATIONS BY AND COVENANTS OF HOLDER

  • Representations, Warranties and Covenants of Holder Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Representations, Warranties and Covenants of Investor Investor hereby represents and warrants to and agrees with the Company as follows:

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Representations, Warranties and Covenants of the Depositor (a) The Depositor hereby represents and warrants to the Servicer and the Trustee as follows, as of the date hereof:

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