Corporation Representations Sample Clauses

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.
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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:
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Corporation Representations. The Corporation represents and warrants to, and covenants and agrees with, each Security Holder as follows: (a) The shares of Corporation Common Stock have been duly authorized for issuance pursuant to this Agreement and, when issued and delivered to the Security Holders in exchange for the Securities transferred pursuant hereto, will be validly issued, fully paid and nonassessable. The issuance of Corporation Common Stock under this Agreement is not subject to any preemptive rights. (b) The Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Corporation has the corporate power to enter into and be bound by the terms and conditions of this Agreement, and to carry out its obligations hereunder, and the execution and delivery by the Corporation of this Agreement and the performance by the Corporation of its obligations hereunder have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except to the extent enforcement may be limited (i) by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws from time to time in effect which affect creditors' rights generally and (ii) by legal and equitable limitations on the availability of equitable remedies. (c) The execution, delivery and performance of this Agreement by the Corporation will not (i) conflict with or result in a violation of any provision of the Corporation's charter or bylaws, (ii) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, lease, agreement or other instrument or obligation to which the Corporation is a party or by which it or any of its properties or assets may be bound, or (iii) result in a violation by the Corporation of any statute or law or any judgment, order, decree, rule or regulation of any court or Governmental Body to which the Corporation is subject. (d) No consent, order, approval or authorization of, or declaration, filing or registration with, any Governmenta...
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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...
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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.
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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;
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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...
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Related to Corporation Representations

  • Association Representation The unit member grievant shall be entitled, upon request, to representation by the Association at all grievance meetings. In situations where the Association has not been invited to represent the unit member, the District shall not agree to a final resolution of the grievance until the Association has received a copy of the grievance and the proposed settlement and has been given the opportunity to file a response to the matter.

  • UNION REPRESENTATION 5.01 The Local Union may appoint or otherwise select a bargaining committee which shall be composed of not more than seven (7) employees one of whom will be designated as an alternate, and one of whom shall be employed in maintenance. Such committee, together with representatives of the Union shall represent the Union in all negotiations with representatives of the Board for a renewal of this Agreement. The local union shall notify the Board in writing of the names of its bargaining committee members prior to the start of negotiations. 5.02 The Local Union may also appoint or otherwise select up to seven (7) stewards one of whom will be selected as the Chief Xxxxxxx. One of such stewards shall be designated to represent the employees engaged in caretaking in each Field Service Area of the Board, and one of such stewards shall be designated to represent those engaged in maintenance, courier, and warehousing services. In the absence of the designated stewards one of the other stewards may act in their place. The Local Union's Chief Xxxxxxx shall co-ordinate the activities of such stewards. 5.03 A xxxxxxx'x function shall be to assist an employee in the preparation and presentation of grievances to the employee's supervisor and in the event of any violation of Article 4 by any employees to instruct them to return to work and perform their usual duties. A xxxxxxx, with the prior permission of the xxxxxxx'x immediate supervisor, shall be reasonably allowed such time off as is necessary for the prompt investigation and settlement of grievances. The Board will compensate stewards and Union officers for any portion of their regularly scheduled work time spent with the permission of the Board in servicing grievances. The Board may revoke this compensation if it reasonably believes that the time off for servicing grievances is being abused. 5.04 Members of the bargaining committee shall suffer no loss in pay for any portion of their regularly scheduled work time spent in attending negotiations with the Board. 5.05 The Local Union shall notify the Board in writing of the names of its officers, Chief Xxxxxxx and stewards. 5.06 The President of the Local union shall be supplied a copy of Board Corporate Services and Human Resources Committee meeting agendas and Regular Board meeting agendas, 48 hours prior to the meeting/s.

  • Ratification and Affirmation; Representations and Warranties The Borrower does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby and (b) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date and (ii) (A) as of the date hereof, no Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default will have occurred and be continuing.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Incorporation of Representations and Warranties The representations and warranties of the Tenant and its Affiliated Persons set forth in the Transaction Documents are true and correct on and as of the date hereof in all material respects.

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Right to Union Representation An employee shall have the right to Union representation if requested by the employee, only as provided below. There will be no exceptions to this rule. In any investigatory interview or discussion, conference or meeting with an employee who is the subject of an investigation which may lead to disciplinary action. At any disciplinary hearing, discussion, conference or meeting (including settlement discussions) with the employee who is the subject of the disciplinary hearing. Management shall allow reasonable time for the Union Representative to attend said meeting but in no case less than one (l) hour if there is a representative on duty at the worksite. If there is no Union representative on duty at the worksite, the employee shall be allowed at least four (4) hours to obtain a Union representative; however, the employee must sign a waiver extending the time limits for imposition of any disciplinary action by no more than one (l) workday, excluding weekends and holidays, for FLSA non-exempt employees and no more than five (5) workdays for FLSA exempt employees. Management shall ensure that an employee has an opportunity to exercise the right to secure Union representation. If the Union cannot or does not have a representative available within a reasonable period of time, the meeting may be conducted without representation. If the Employer disapproves release time for the representative under Article 4, the meeting shall be delayed until the representative is released from duty. The role of the Union Representative during an initial investigation interview conducted by Management is to assist in the clarification of questions and otherwise advise the employee of his/her rights. However, it is the employee who must answer the questions posed to him/her as best as possible, and under no circumstances may the Union Representative answer for the employee, dominate the meeting, or interfere with the Employer's investigating process. At a meeting to discuss mitigating circumstances or to impose disciplinary action or in the course of representing an employee who has filed a disciplinary appeal under SPP Title 11 or a grievance under SPP Title 12, the Union Representative may act as spokesperson on behalf of the employee with prior approval of the employee. An employee shall not have the right to a Union Representative in attendance during a discussion solely related to performance or during a performance review. The right to representation does include a criminal investigation.

  • UNION REPRESENTATION AND COMMITTEES (a) It is mutually agreed that where negotiations are conducted on a joint basis between any or all of the Nursing Homes in the Extendicare chain in the Province of Ontario, the Union will elect or otherwise select a negotiating committee consisting of one (1) representative from each Nursing Home. (b) If negotiations are carried on individually for any or all of the Nursing Homes in the Extendicare chain in the Province of Ontario, it is agreed that the Union will elect or otherwise select a negotiating committee consisting of up to two (2) employees from the full-time bargaining unit, and two (2) employees from the part-time bargaining unit, one (1) of which shall be the Union Chairperson. (c) All members of the committee shall be regular employees of the Employer who have completed their probationary period. (d) The Nursing Home members of the Committee will be paid by the Employer for time used during normally scheduled working hours in negotiation of this Agreement or its successor including all conciliation proceedings but excluding any Arbitration proceedings. Employees on the evening and night shift shall receive paid time off for the actual day of the negotiating meeting. (e) Where the parties participate in group bargaining, the Employer agrees to provide alternative days off in the case where an employee is bargaining on a day off. In the case of a part time employee such alternative days will be capped at two per calendar week. These bargaining days will be treated as days worked for which the employee will receive pay for the hours she would have regularly worked. 7.02 The Employer will recognize a Union Administrative Committee which shall consist of a Union Chairperson and up to three (3) additional committee persons from each bargaining unit, all selected from the members of their respective bargaining units. No more than two (2) committee members shall meet with the Employer at any one time. The Employer shall be advised of the names of members of this committee and shall be notified of any changes from time to time. All members of the committee shall be employees of the Employer who have completed their probationary period. (a) The Union acknowledges that the members of the Union Administrative Committee must continue to perform their regular duties, and that so far as possible all activities of the committee will be carried on outside the regular working hours of the members thereof, unless otherwise mutually arranged. (b) Notwithstanding the above, the Employer agrees that requested time off during working hours for Union Administrative activities will not be arbitrarily withheld. (c) The Employer shall pay representatives and Committee members their respective wages for all time lost from regularly scheduled hours investigating and/or processing grievances, up to but not including the arbitration stage.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • Securities Representations This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

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