Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows: (a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of Maryland. (b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant. (c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default. (e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how. (f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and for issuance of the Adjustment Shares.
Appears in 4 contracts
Samples: Subscription Agreement (Vaccinogen Inc), Subscription Agreement (Vaccinogen Inc), Subscription Agreement (Vaccinogen Inc)
Covenants, Representations and Warranties of the Company. The Company covenants withhereby covenants, and represents and warrants to, Subscriber to Purchaser as followsset forth below:
(a) The Company is duly organized and validly exists as a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware and has all requisite corporate power and authority to enter into this Agreement, to issue the Shares and to perform its obligations hereunder.
(b) The Company has all such corporate power execution and authority to enter into, deliver and perform delivery of this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, all necessary corporate action has been taken to make this Agreement a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that the enforceability enforcement thereof may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) No approval, authorization, consent, permit or other order or action of or filing with any bank or other lender, court, governmental department or authority, commission, board, bureau, agency, or any other party or parties, nor any compliance with any legally imposed waiting period, is required for the execution and delivery by general equitable principlesthe Company of this Agreement, or the consummation by the Company of the transactions contemplated hereby.
(d) As The Company now has, and will continue to have, to and including the date of Closing pursuant to this Agreement, the absolute right to sell, assign, transfer and deliver the Shares pursuant to this Agreement, free and clear of all claims, security interests, liens, pledges, charges, options, security agreements or other agreements, arrangements, commitments, obligations or other encumbrances of any kind (hereinafter collectively called "Claims"). Upon the transfer of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or Shares pursuant to the Company's knowledge threatenedterms of this Agreement, with respect to the Company, or its respective operations, businesses, properties, or assetsPurchaser will have, except as properly described otherwise expressly provided in the Memorandum or this Agreement, good and marketable title to and ownership of such as individually or in the aggregate do not now have Shares, free and will notclear of all Claims, to the best knowledge of the Companyand such Shares are, in the future have a material adverse effect and upon the operations, business, properties or assets Closing of the Company. The Company is not, nor as of each Closing Date shall this Agreement will be, in violation ofduly authorized, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have validly issued and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or defaultoutstanding and fully paid and nonassessable.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge and belief of the Company, none there is no action, suit or proceeding pending or threatened against or affecting the Company in any court or other governmental authority, or before any arbitrator of any kind, which would adversely affect or prevent the execution and delivery by the Company of this Agreement, or the consummation by the Company of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-howtransactions contemplated hereby.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and for issuance of the Adjustment Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (City Truck Holdings Inc), Stock Purchase Agreement (City Truck Holdings Inc)
Covenants, Representations and Warranties of the Company. The 3.1 On or prior to the date of this Agreement, all legal matters incident to this Agreement and the transactions contemplated hereby shall be satisfactory to the Unit of Local Government.
3.2 Company covenants with, and represents and warrants to, Subscriber as followsthat:
(a) The Company is duly organized and validly exists as a corporation or partnership, as the case may be, duly formed, validly existing and in good standing under the laws of Illinois, is duly licensed and duly qualified as a foreign corporation or partnership, as the State case may be, in good standing in all the jurisdictions in which the character of Marylandthe property owned or leased or the nature of the business conducted by it requires such licensing or qualification and has all corporate or partnership powers, as the case may be, and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.
(b) The execution, delivery and performance by Company has of this Agreement, are within Company's corporate or partnership powers, have been duly authorized by all such necessary corporate power or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official and authority to enter intodo not contravene any provision of applicable law or regulation or of the Articles of Incorporation or By-Laws or Partnership Agreement of Company, deliver and perform this Subscription Agreement and as the Warrantcase may be.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription This Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, a valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesCompany.
(d) As of the date hereof, The Application is in all respects true and accurate and there is are no litigation, arbitration, claim, governmental omissions or other proceeding (formal facts or informal), circumstances which may be material to this Agreement or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or defaultProject.
(e) To its best knowledge, The financial information delivered to Unit of Local Government pursuant to the Company has not infringed, is not infringing, nor has received notice of any claim that Application fully and accurately present the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge financial condition of the Company. No material adverse change in the condition, none financial or otherwise, of Company has occurred since the date of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights financial statements most recently delivered to the foregoing presently owned or held by the Company, materially infringe upon any like right Unit of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-howLocal Government.
(f) Neither Company nor, to the best of Company's knowledge, any of Company's employees have been convicted of bribing or attempting to bribe an officer or employee of the Unit of Local Government, nor has the Company made an admission of guilt of such conduct which is a matter of record.
3.3 The Units company shall keep detailed records of all matters related to this Agreement (including the Exhibits hereto).
3.4 The company shall comply with all applicable state and component parts) federal law and regulations promulgated thereunder. Company shall comply with all applicable laws and regulations prohibiting discrimination on the basis of race, sex, religion, national origin, age or handicap, including but not limited to the Illinois Human Rights Act, as now or hereafter amended, and the Adjustment Shares to be issued Equal Employment Opportunity Clause promulgated pursuant thereto.
3.5 Company shall fully and sold to completely indemnify, defend and hold harmless the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock Unit of Local Government and the shares State of Common Stock issuable Illinois and their officers, directors, employees and agents against any liability, judgment, loss, cost, claim, damage (including consequential damage) or expense (including attorney's fees and disbursements, settlement costs, consultant fees, investigation and laboratory fees) to which any of them may become subject insofar as they may arise out of or are based upon exercise this Agreement or any agreement or document executed by Company and Unit of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly Local Government as part of the Unitstransaction described herein.
3.6 The Unit of Local Government shall have the right of access, upon exercise at all reasonable hours, to Company's premises and books and records for purpose of the Warrants or issuance of the Adjustment Shares) pursuant determining compliance with this Agreement. In addition to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the reporting specifically required hereunder, Company is a party or is otherwise known shall furnish to the Company. The Company has reserved sufficient shares Unit of Common Stock Local Government such information as the Unit of Local Government may reasonably request with respect to be issued upon exercise of the Warrants and for issuance of the Adjustment Sharesthis Agreement.
Appears in 2 contracts
Covenants, Representations and Warranties of the Company. The Company warrants and represents to, and covenants with, Assignor and represents and warrants to, Subscriber Assignee as followsof the date hereof:
(a) The Attached hereto as Exhibit A is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) Company is duly organized organized, validly existing and validly exists as a corporation in good standing under the laws of the State jurisdiction of Maryland.its incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;
(bc) The Company has all such full corporate power and authority to enter intoexecute, deliver and perform its obligations under this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the CompanyAAR Agreement, and to consummate the issuance and sale transactions set forth herein. The consummation of the Securities to be sold transactions contemplated by this AAR Agreement is in the Company pursuant to this Subscription Agreement ordinary course of Company’s business and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorizedwill not conflict with, executed and delivered by the Company and constitutes the legalor result in a breach of, valid and binding obligation any of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium conditions or other similar provisions of Company’s charter or by-laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal)any legal restriction, or investigation pending any material agreement or instrument to the Company's knowledge threatened, with respect to the Companywhich Company is now a party or by which it is bound, or its respective operations, businesses, properties, or assets, except as properly described result in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge violation of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decreedecree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as properly described enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in the Memorandum effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or such as individually at law;
(d) There is no action, suit, proceeding, investigation or litigation pending or, to Company's knowledge, threatened, which either in any instance or in the aggregate do not have and will not in the future have a material adverse effect upon the operationsaggregate, businessif determined adversely to Company, propertieswould materially adversely affect Company's execution or delivery of, or assets of the enforceability against the Company of, this AAR Agreement, or the Company; nor is the Company required 's ability to take any action in order to avoid any such violation or defaultperform its obligations under this AAR Agreement.
(e) To its best knowledgeNo consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company has not infringedof this AAR Agreement, is not infringing, nor has received notice of any claim that or the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge consummation by it of the Companytransactions contemplated hereby;
(f) There are no offsets, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects counterclaims or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights defenses available to Company with respect to the foregoing, to conduct its business as presently conducted except as set forth in Assigned Loans or the MemorandumPurchase Agreement;
(g) Company has no knowledge of, and (ii) except as set forth in the Memorandum, is has not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee received notice of, any waivers under, or other claimant toany modification of, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, Assigned Loan;
(h) The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee with respect to the use thereof or Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase Agreement in connection with the conduct favor of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.Assignor;
(fi) The Units With respect to the Assigned Loans, pursuant to Article 12 of the Purchase Agreement, the representations and warranties made by the Company under Section 7.01 and Section 7.02 of the Purchase Agreement are true and correct in all material respects as of the date hereof and no event has occurred which, with notice or the passage of time, would constitute a default under the Purchase Agreement; except that any such representations and warranties made by the Company with respect to the delinquency of the Assigned Loans or the condition of the Mortgaged Properties are only reaffirmed by the Company as of the Closing Date under the Purchase Agreement; and
(and component partsj) and the Adjustment Shares Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be issued and sold to furnished by the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and for issuance of the Adjustment Sharesstatements contained therein not misleading.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-St1)
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandNevada.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandumassessable. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Companyassessable. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants Warrants. .
(f) The Memorandum and/or information provided by the Company to the undersigned hereof does not and for issuance shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Adjustment Sharesstatements therein in light of circumstances made therein not misleading.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandDelaware.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how; owns all the rights to its intangibles assets as are currently used in or have potential for use in its business.
(fe) The Units (Shares and component parts) and the Adjustment Warrant Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandumassessable. The Warrants are exercisable for Common Stock and the shares of Common Stock the common stock of the Company, par value $0.001 per share, and these shares of common stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, no encumbrances or liens, nor any restriction upon the voting or transfer of, any shares of Common Stock common stock issuable to Subscriber (whether issued directly as part of the Units, Shares or upon exercise of the Warrants or issuance of the Adjustment SharesWarrants) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and Warrants.
(f) The Company shall provide for issuance the transfer, upon request of the Adjustment SharesSubscriber, or removal of any legends on the Securities, all as may be allowed in accordance with SEC Rule 144, and provide any required opinions of counsel to the Company’s transfer agents, at no cost to Subscriber.
(g) As of the date of this Subscription Agreement, the Company’s authorized capital stock consists of (a) 300,000,000 shares of common stock of which 98,316,311 shares are issued and outstanding and (b) 10,000,000 shares of Preferred Stock, par value $0.001 per share, of which 10,000,000 shares are designated Series A Participating Preferred Stock, of which 5,000,000 shares are issued and outstanding. All 98,316,311 shares of common stock of the Company outstanding have been duly authorized and validly issued and are fully paid and non-assessable.
(h) The Company has not taken any action inconsistent with the treatment of the sale of the Shares and Warrants as a private placement exempt from the registration requirements of the Act pursuant to the provisions of Section 4(2) thereof and Regulation D thereunder or under Regulation S. Assuming the accuracy of each Subscriber’s representations and warranties, the offer, sale, and issuance by the Company of the Shares and Warrants to the Subscribers as contemplated herein constitute transactions exempt from the registration requirements of Section 5 of the Act.
(i) All Company filings with the SEC, including, without limitation, annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and reports by the Company on Form 8-K (the “SEC Documents”), conform in all material respects to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules, regulations and instructions of the SEC thereunder. The SEC Documents did not as of their dates contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, the financial position of the Company at the dates thereof and the results of its operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments).
(j) Except as set forth in the SEC Documents, (i) the Company has not incurred any liabilities or obligations, contingent or otherwise, that are material in the aggregate to the Company taken as a whole, except in the ordinary course of business, (ii) there has been no material adverse change in the condition or results of operations, financial or otherwise, of the Company, taken as a whole; and (iii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject and, to the Company’s knowledge, no such proceedings are contemplated by governmental authorities or others.
Appears in 1 contract
Samples: Subscription Agreement (Cardima Inc)
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandDelaware.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx xxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxxxxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how; owns all the rights to its intangibles assets as are currently used in or have potential for use in its business.
(fe) The Units (Shares and component parts) and the Adjustment Warrant Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandumassessable. The Warrants are exercisable for Common Stock and the shares of Common Stock the common stock of the Company, par value $0.001 per share, and these shares of common stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, no encumbrances or liens, nor any restriction upon the voting or transfer of, any shares of Common Stock common stock issuable to Subscriber (whether issued directly as part of the Units, Shares or upon exercise of the Warrants or issuance of the Adjustment SharesWarrants) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and Warrants.
(f) The Company shall provide for issuance the transfer, upon request of the Adjustment SharesSubscriber, or removal of any legends on the Securities, all as may be allowed in accordance with SEC Rule 144, and provide any required opinions of counsel to the Company’s transfer agents, at no cost to Subscriber.
(g) As of the date of this Subscription Agreement, the Company’s authorized capital stock consists of (a) 300,000,000 shares of common stock of which ____________ shares are issued and outstanding and (b) 10,000,000 shares of Preferred Stock, par value $0.001 per share, of which 10,000,000 shares are designated Series A Participating Preferred Stock, of which ____________ shares are issued and outstanding. All ____________ shares of common stock of the Company outstanding have been duly authorized and validly issued and are fully paid and non-assessable.
(h) The Company has not taken any action inconsistent with the treatment of the sale of the Shares and Warrants as a private placement exempt from the registration requirements of the Act pursuant to the provisions of Section 4(2) thereof and Regulation D thereunder or under Regulation S. Assuming the accuracy of each Subscriber’s representations and warranties, the offer, sale, and issuance by the Company of the Shares and Warrants to the Subscribers as contemplated herein constitute transactions exempt from the registration requirements of Section 5 of the Act.
(i) All Company filings with the SEC, including, without limitation, annual reports on Form 10-K, quarterly reports on Form 10-Q and reports by the Company on Form 8-K (the “SEC Documents”), conform in all material respects to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules, regulations and instructions of the SEC thereunder. The SEC Documents did not as of their dates contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Except as may be indicated in the notes to the Financial Statements, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, the financial position of the Company at the dates thereof and the results of its operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments).
(j) Except as set forth in the SEC Documents, (i) the Company has not incurred any liabilities or obligations, contingent or otherwise, that are material in the aggregate to the Company taken as a whole, except in the ordinary course of business, (ii) there has been no material adverse change in the condition or results of operations, financial or otherwise, of the Company, taken as a whole; and (iii) there are no material legal proceedings to which the Company is a party or of which property of the Company is the subject and, to the Company’s knowledge, no such proceedings are contemplated by governmental authorities or others.
Appears in 1 contract
Samples: Subscription Agreement (Cardima Inc)
Covenants, Representations and Warranties of the Company. The Company covenants withhereby covenants, and represents and warrants to, Subscriber to Optionee as follows:
(a1) The Company is duly organized and validly exists as a corporation Neither the Company, nor any other person acting on the Company's behalf, has directly or indirectly engaged in good standing any form of general solicitation or general advertising with respect to the Option or the Option Shares nor have any such persons made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration of the Option or the Option Shares under the laws Securities Act or cause this offering of the State Option or the Option Shares to be integrated with any prior offering of Marylandsecurities of the Company for purposes of the Securities Act.
(b2) The Company has all such corporate full power and authority to enter intoexecute, deliver and perform its obligations under this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, is a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d3) As The execution, delivery and performance by the Company of the date hereof, there is this Agreement require no litigation, arbitration, claim, governmental action by or other proceeding (formal or informal)in respect of, or investigation pending filing with, any governmental body, agency or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate official and do not now have and will not, to not (i) violate the best knowledge certificate of incorporation or bylaws of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, (ii) violate any law, rule, regulation, orderjudgment, judgment injunction, order or decreedecree applicable to the Company or (iii) require any consent or other action by any person, except as properly described in constitute a default, or give rise to termination, cancellation or acceleration of any right or obligation of the Memorandum Company under any provision of any agreement or such as individually or in the aggregate do not have and will not in the future have a material adverse effect other instrument binding upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e4) To its best knowledgeThe Company has reserved for issuance upon exercise or exchange of this Option the total number of shares of Common Stock issuable upon exercise or exchange of this Option and all other options granted pursuant to similar Nonqualified Stock Option Agreements on or about the date hereof (collectively, the Company has not infringed, is not infringing, nor has received notice "IPO Options"). All shares of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge Common Stock issuable upon exercise or exchange of the CompanyIPO Options have been duly authorized and validly reserved and, none when issued in accordance with the terms of this Agreement and the patentsother agreements governing the IPO Options, patent applicationsas the case may be, trademarkswill be duly and validly issued, service marks, trade names fully paid and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to usenon-assessable, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is issuance thereof will not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise be subject to any owner preemptive rights or licensee of, right of first refusal or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-howsimilar right.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and for issuance of the Adjustment Shares.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Fortress Investment Holdings LLC)
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandDelaware.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx xxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxxxxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how; owns all the rights to its intangibles assets as are currently used in or have potential for use in its business.
(fe) The Units (Shares and component parts) and the Adjustment Warrant Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandumassessable. The Warrants are exercisable for Common Stock and the shares of Common Stock the common stock of the Company, par value $0.001 per share, and these shares of common stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, no encumbrances or liens, nor any restriction upon the voting or transfer of, any shares of Common Stock common stock issuable to Subscriber (whether issued directly as part of the Units, Shares or upon exercise of the Warrants or issuance of the Adjustment SharesWarrants) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and Warrants. The Company shall provide for issuance the transfer, upon request of the Adjustment SharesSubscriber, or removal of any legends on the Securities, all as may be allowed in accordance with SEC Rule 144, and provide any required opinions of counsel to the Company's transfer agents, at no cost to Subscriber.
Appears in 1 contract
Samples: Subscription Agreement (Cardima Inc)
Covenants, Representations and Warranties of the Company. The Company covenants withhereby covenants, and represents and warrants to, Subscriber to Purchaser as followsset forth below:
(a) The Company is duly organized and validly exists as a corporation duly organized, validly existing and in good standing under the laws of the State of MarylandDelaware and has all requisite corporate power and authority to enter into this Agreement, to issue the Shares and to perform its obligations hereunder.
(b) The Company has all such corporate power execution and authority to enter into, deliver and perform delivery of this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, all necessary corporate action has been taken to make this Agreement a valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as that the enforceability enforcement thereof may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(c) No approval, authorization, consent, permit or other order or action of or filing with any bank or other lender, court, governmental department or authority, commission, board, bureau, agency, or any other party or parties, nor any compliance with any legally imposed waiting period, is required for the execution and delivery by general equitable principlesthe Company of this Agreement, or the consummation by the Company of the transactions contemplated hereby .
(d) As The Company now has, and will continue to have, to and including the date of Closing pursuant to this Agreement, the absolute right to sell, assign, transfer and deliver the Shares pursuant to this Agreement, free and clear of all claims, security interests, liens, pledges, charges, options, security agreements or other agreements, arrangements, commitments, obligations or other encumbrances of any kind (hereinafter collectively called "Claims"). Upon the transfer of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or Shares pursuant to the Company's knowledge threatenedterms of this Agreement, with respect to the Company, or its respective operations, businesses, properties, or assetsPurchaser will have, except as properly described otherwise expressly provided in the Memorandum or this Agreement, good and marketable title to and ownership of such as individually or in the aggregate do not now have Shares, free and will notclear of all Claims, to the best knowledge of the Companyand such Shares are, in the future have a material adverse effect and upon the operations, business, properties or assets Closing of the Company. The Company is not, nor as of each Closing Date shall this Agreement will be, in violation ofduly authorized, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have validly issued and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or defaultoutstanding and fully paid and nonassessable.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge and belief of the Company, none there is no action, suit or proceeding pending or threatened against or affecting the Company in any court or other governmental authority, or before any arbitrator of any kind, which would adversely affect or prevent the execution and delivery by the Company of this Agreement, or the consummation by the Company of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-howtransactions contemplated hereby .
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and for issuance of the Adjustment Shares.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandNevada.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the WarrantAgreement.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities Shares to be sold by the Company pursuant to this Subscription Agreement and the WarrantAgreement. This Subscription Agreement and the Warrant have has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon exercise of the Warrants and for issuance of the Adjustment Shares.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandNevada.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Shares of the Preferred Stock are convertible into Common Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, or upon exercise of the Warrants or issuance of the Adjustment SharesWarrants) pursuant to the Company's certificate articles of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon conversion of the Preferred Stock and exercise of the Warrants Warrants.
(f) The Memorandum and/or information provided by the Company to the undersigned hereof does not and for issuance shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Adjustment Sharesstatements therein in light of circumstances made therein not misleading.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandNevada.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is the Company required to take any action in order to avoid any such violation or default.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. The Shares of the Preferred Stock are convertible into Common Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, or upon exercise of the Warrants or issuance of the Adjustment SharesWarrants) pursuant to the Company's certificate articles of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Company. The Company has reserved sufficient shares of Common Stock to be issued upon conversion of the Preferred Stock and exercise of the Warrants Warrants. .
(f) The Memorandum and/or information provided by the Company to the undersigned hereof does not and for issuance shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Adjustment Sharesstatements therein in light of circumstances made therein not misleading.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation in good standing under the laws of the State of MarylandDelaware.
(b) The Company has all such corporate power and authority to enter into, deliver and perform this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(d) The Company is authorized to issue (i) 250,000,000 shares of Common Stock of which, as of the date of this Agreement, 49,118,556 shares were issued and outstanding and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which, as of the date of this Agreement, no shares were issued and outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable, and free of any preemptive rights.
(e) The Reports contain all the information required to be disclosed therein as of their respective dates. The Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.
(f) As of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described in the Memorandum or such as individually or in the aggregate do not now have and will not, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not.
(g) Assuming the representations and warranties of the Subscribers in Section 2 are true and correct, neither the issuance and sale of the Securities nor as the performance of each Closing Date shall bethe Company’s obligations under this Agreement and the Transaction Documents will violate, conflict with, result in violation a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default in default with respect toany material respect) of a material nature under (A) the articles or certificate of incorporation, charter or bylaws of the Company or (B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulationregulation or determination applicable to the Company of any court, ordergovernmental agency or body, judgment or decree, except as properly described in arbitrator having jurisdiction over the Memorandum Company or such as individually or in over the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, properties or assets of the Company; nor is the Company required to take or any action in order to avoid any such violation or defaultof its affiliates.
(e) To its best knowledge, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of the Company, none of the patents, patent applications, trademarks, service marks, trade names and copyrights, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right of any other person or entity. The Company: (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-how.
(fh) The Units (and component parts) and the Adjustment Shares to be issued and sold to the undersigned as provided in the Memorandum and in this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable assessable. The Shares of the Preferred Stock are convertible into Common Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock have been duly authorized and when issued and delivered upon exercise and due payment therefor will conform to the description thereof in the Memorandumbe validly issued, fully paid and non-assessable. The Warrants are exercisable for Common Stock and the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and when issued and delivered upon exercise and due payment therefor will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise known to the Companyassessable. The Company has reserved sufficient shares of Common Stock to be issued upon conversion of the Preferred Stock and exercise of the Warrants Warrants.
(i) So long as the Company is a reporting company under the Securities and Exchange Act of 1934, as amended, the Company shall provide for issuance the transfer, upon request of the Adjustment SharesSubscriber, or removal of any legends on the Securities, all as may be allowed in accordance with SEC Rule 144, and provide any required opinions of counsel to the Company’s transfer agents, at no cost to Subscriber.
Appears in 1 contract
Covenants, Representations and Warranties of the Company. 4.1 The Company covenants with, with and represents and warrants toto the Seller and acknowledges that the Seller is relying upon such covenants, Subscriber as followsrepresentations and warranties in entering into this Agreement:
(a) The Company Company:
(i) has been duly incorporated and organized, is duly organized validly existing and validly exists as a corporation is in good standing under the laws of the State of MarylandColorado;
(ii) The sole director is Andrew N. Peterie, Sr.;
(iii) is duly qualified as a corxxxxxxxx xx xx xxxxxxxs and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary;
(iv) has no debt;
(v) has 5,090,333 common shares issued. Additionally the Company contemplates the issuance of 9,000,000 share purchase options. There are no other classes of shares issued.
(b) This agreement has been duly authorized, validly executed and delivered by the Company.
(c) The Company has all such corporate full power and authority to enter into, deliver and perform into this Subscription Agreement and the Warrant.
(c) All necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance of this Subscription Agreement and the Warrant by the Company, and the issuance and sale of the Securities to be sold by the Company pursuant to this Subscription Agreement and the Warrant. This Subscription Agreement and the Warrant have been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with perform its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesobligations hereunder.
(d) As The entering into of this Agreement and the consummation of the date hereof, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or to the Company's knowledge threatened, with respect to the Company, or its respective operations, businesses, properties, or assets, except as properly described transactions contemplated hereby will not result in the Memorandum violation of any term or such as individually of any indenture, instrument or in the aggregate do not now have and will notagreement, written or oral, to the best knowledge of the Company, in the future have a material adverse effect upon the operations, business, properties or assets of the Company. The Company is not, nor as of each Closing Date shall be, in violation of, or in default with respect to, any law, rule, regulation, order, judgment or decree, except as properly described in the Memorandum or such as individually or in the aggregate do not have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; nor is which the Company required to take any action in order to avoid any such violation or defaultmay be a party.
(e) To its best knowledgeThere are no actions, the Company has not infringed, is not infringing, nor has received notice of any claim that the Company has infringed with respect to asserted intellectual property rights (including, without limitation, copyright, patent, trademark, trade dress, service mxxx and any other intellectual property rights) of others. To the best knowledge of suits or proceedings pending or threatened against or affecting the Company, none of the patentsat law or in equity, patent applicationsor before or by any federal, trademarksprovincial, service marksstate, trade names and copyrightsmunicipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and licenses and rights to the foregoing presently owned or held by the Company, materially infringe upon any like right Company is not aware of any other person existing ground on which any such action, suit or entity. The Company: (i) owns or has the right to use, free and clear proceeding might be commenced with any reasonable likelihood of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions of any kind whatsoever, sufficient patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing, to conduct its business as presently conducted except as set forth in the Memorandum, and (ii) except as set forth in the Memorandum, is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any patent, trademark, service mxxx, trade name, copyright, know-how, technology or other intangible asset, with respect to the use thereof or in connection with the conduct of its business as now conducted or otherwise. The Company has direct ownership of title to all its intellectual property (including all United States and foreign patent applications and patents), other proprietary rights, confidential information and know-howsuccess.
(f) The Units (and component parts) and the Adjustment Shares to be issued and sold Company has made full disclosure to the undersigned as provided Seller of all aspects of the Company and has made all of its books and records available to the representatives of the Company in order to assist the Seller in the Memorandum performance of its due diligence searches and no material facts have been concealed by the Company. EXHIBIT 10.0
4.2 The representations and warranties contained herein, and agreements contained herein, and in this Subscription Agreement have been duly authorized any certificates or documents delivered in connection with the transactions contemplated hereby shall be true at and when issued as of the Closing as though such representations, warranties and delivered against payment thereforagreements were made at and as of the Closing and shall survive the Closing. The purchase and sale herein contemplated and any reorganization, will be validly issuedamalgamation, fully paid sale or transfer of the Company shall continue in full force and non-assessable and will conform effect except to the description thereof extent expressly waived in writing.
4.3 The Company acknowledges and agrees that the Memorandum. The Warrants are exercisable for Common Stock Seller has entered into this Agreement relying on the warranties and the shares representations and other terms and conditions of Common Stock issuable upon exercise this Agreement notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Warrants have been duly authorized Seller and when issued and delivered upon exercise and due payment therefor will that no information which is now known or should be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum; and, except as set forth in the Memorandum, there are no preemptive known or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock issuable to Subscriber (whether issued directly as part of the Units, upon exercise of the Warrants or issuance of the Adjustment Shares) pursuant to the Company's certificate of incorporation or by-laws or any agreement or other outstanding instrument to which the Company is a party or is otherwise may hereafter become known to the Company. The Company has reserved sufficient shares of Common Stock Seller or its professional advisors shall limit or extinguish the right to be issued upon exercise of the Warrants and for issuance of the Adjustment Sharesindemnity hereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Savoy Capital Investments Inc)
