Esenjay Sample Clauses

Esenjay. The authorized capital stock of Esenjay consists of 100,000 shares of common stock, of which 100,000 shares are issued and outstanding as of the date hereof. All of the issued and outstanding shares of common stock of Esenjay are owned by the Esenjay Shareholders. There are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatsoever under which Esenjay may become obligated to issue, assign, transfer or repurchase any shares of the capital stock or other equity interest in Esenjay. All of the outstanding shares of Esenjay common stock have been validly issued and are fully paid and nonassessable.
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Esenjay. With respect to the Esenjay Assets, Esenjay agrees to retain and to release and hold the other parties harmless from all claims, costs, expenses, liabilities and obligations attributable to the period of time prior to the Effective Date.
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Related to Esenjay

  • REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER 2.1 Subscriber hereby severally represents and warrants to the Company the following:

  • THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

  • Representations of Executive Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which prevents him from entering into this Agreement or performing all of his obligations hereunder. In the event of a breach of such representation or warranty on Executive’s part or if there is any other legal impediment which prevents him from entering into this Agreement or performing all of his obligations hereunder, the Company shall have the right to terminate this Agreement forthwith in accordance with the same notice and hearing procedures specified above in respect of a termination by the Company for Cause pursuant to Section 3 and shall have no further obligations to Executive hereunder. Notwithstanding a termination by the Company under this Section 8.12, Executive’s obligations under Section 6 shall survive such termination.

  • Representations by Buyer Buyer represents and warrants to, and covenants with, Seller as follows:

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations of Stockholder Stockholder represents and warrants to the Company that:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Representations and Warranties of Each Stockholder Each Stockholder hereby represents and warrants, severally and not jointly, to the Company as follows:

  • Representations of Optionee Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

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