Corporation Representations Clause Samples
Corporation Representations. The Corporation represents that, as of the Effective Date and during the term of this Agreement, (a) it is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, (b) it is a derivatives clearing organization registered under the CEA and is permitted to provide facilities for the clearance and settlement of the Cleared Contracts, subject to applicable regulations of the CFTC, (c) it has all requisite power and authority to enter into and perform its obligations hereunder and to conduct its business as currently conducted, (d) this Agreement is a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally, and subject, as to enforceability, to equitable principles of general application, regardless of whether enforcement is sought in a proceeding in equity or at law, (e) its entry into this Agreement and performance of its obligations hereunder do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or any other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, (f) it is in compliance with all regulations of the CFTC applicable to the clearing of Cleared Contracts, (g) the CFTC has approved or permitted to become effective all By-Laws and Rules of the Corporation relating to Cleared Contracts, (h) all governmental and other approvals and consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such approvals and consents have been complied with, and (i) it is prepared to provide clearing and settlement services for Cleared Contracts.
Corporation Representations. The Corporation represents and warrants the following to Seller:
a. The Corporation has the full power and lawful authority to enter into this Agreement and redeem the Shares from Seller.
Corporation Representations. The Corporation represents and warrants (all of which representations and warranties the Corporation hereby acknowledges are being relied upon by the Trustee and the holders) that as of the date hereof:
Corporation Representations. The Corporation hereby represents and warrants to Purchaser as follows:
(1) The execution and delivery of this Agreement do not, and the issuance of the Shares in accordance with the terms hereof will not, with or without the passage of time or giving of notice, (i) violate or contravene the Corporation's Articles of Incorporation or Bylaws, or any law, statute, regulation, rule, judgment or order applicable to the Corporation, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Corporation is a party or by which the Corporation or any of its assets are bound, (iii) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Corporation or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit license, authorization or approval applicable to the Corporation, its business or operations or any of its assets or properties, or (iv) require the consent or approval of or the filing of any notice or registration with any person or entity.
(2) The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Corporation has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, to carry out the provisions of this Agreement, and to carry on its business as presently conducted and as presently proposed to be conducted.
(3) The authorized capital stock of the Corporation, immediately prior to the Closing, will consist of 20,000,000 shares of Common Stock (par value $0.01 per share), of which (i) 4,349,367 shares are issued and outstanding, (ii) 6,704,831 shares are reserved for the conversion of the Preferred Stock and (iii) 2,175,633 shares are reserved for future issuance to key employees pursuant to the Corporation's stock option plan. In addition, 4,425,000 shares of Series A Preferred Stock are authorized, of which 4,425,000 shares are issued and outstanding and 35,385 are reserved for issuance upon the exercise of certain Warrants. All issued and outstanding shares of the Corporation's Common Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, and (iii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.
(4) All corporate action on the part of the Cor...
Corporation Representations. The Corporation makes the following representations and warranties:
(a) The Corporation is a duly organized and existing non-profit corporation created under the laws of the State, has the requisite power to carry on its present and proposed activities and has full power, right, and authority to enter into the Corporation Documents and to perform each and all of the obligations of the Corporation provided therein.
(b) The Corporation has taken or caused to be taken all requisite corporate action to authorize the execution and delivery of, and the performance of its obligations under the Corporation Documents, and each of the New Facilities Contracts to which it is or will be a party.
(c) By proper corporate action the officers of the Corporation have been duly authorized to execute and deliver the Corporation Documents.
(d) The execution and delivery by the Corporation of the Corporation Documents and the consummation by the Corporation of the transactions contemplated hereby and thereby have not and will not conflict with or constitute a breach of or default under the Corporation’s articles of incorporation or bylaws or any bond, debenture, note or other evidence of indebtedness of the Corporation, or any contract, agreement, or instrument to which the Corporation is a party or by which it is bound.
(e) Each of the Corporation Documents and each New Facilities Contract to which the Corporation is or will be a party has been or will be duly executed and delivered by the Corporation and constitutes or will constitute a legal and valid obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement may be limited by laws affecting creditors’ rights generally and except as equitable remedies may be limited by judicial discretion.
(f) Other than as disclosed in writing by the Corporation, there is no litigation pending or to the knowledge of the Corporation, threatened against the Corporation that challenges the Corporation’s authority to execute, deliver, or perform this Facilities Agreement and the Corporation has disclosed any threatened litigation with respect to such matters of which the Corporation is aware.
(g) The Corporation is in material compliance with all applicable laws, regulations, and ordinances, including but not limited to those applicable to the Corporation’s activities in connection with this Facilities Agreement.
(h) The Corporation is a South Carolina nonprofit, public benefit corpor...
Corporation Representations. (a) The Corporation is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, 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 Corporation of this SAFE is within the power of the Corporation 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 Corporation. This SAFE constitutes a legal, valid, and binding obligation of the Corporation, enforceable against the Corporation 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 Corporation, it is not in violation of (i) its current articles, bylaws, or other charter documents; (ii) any material statute, rule, or regulation applicable to the Corporation; or (iii) any material indenture or contract to which the Corporation 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 Corporation.
(c) The performance and consummation of the transactions contemplated by this SAFE do not and will not: (i) violate any material judgment, statute, rule, or regulation applicable to the Corporation;
Corporation Representations. The Corporation hereby represents and warrants to the Employee that:
(a) The Corporation, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions contemplated hereunder in accordance with its terms; and
(b) The Option Shares, when issued and delivered by the Corporation to the Employee in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.