No Other Agreements to Sell the Assets of the Business. Seller does not have any legal obligation, absolute or contingent, to any Person to sell any of the Purchased Assets (other than agreements for the sale of Inventory in the ordinary course), or to effect any sale of the Business or to enter into any agreement with respect thereto.
No Other Agreements to Purchase No person other than the Buyer has any written or oral agreement or option or any right or privilege (whether by law, preemptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Seller of the Painting.
Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.
Agreements to Sell and Purchase The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Shares set forth in Schedule I hereto opposite its name at $[ ] a share (the “Purchase Price”) plus accrued dividends, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price. If you, on behalf of the Underwriters, elect to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Such purchase date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. To induce the Underwriters that may participate in the Public Offering (as defined below) to continue their efforts in connection with the Public Offering, the Company hereby agrees that, without your prior written consent on behalf of the Underwriters, it will not, during the period ending [ ] days after the date of the Prospectus relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock]; (2) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of [Common Stock] [Preferred Stock] or any securities convertible into or exercisable or exchangeable for [Common Stock] [Preferred Stock] or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the [Common Stock] [Preferred Stock], whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of [Common Stock] [Preferred Stock] or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of [Common Stock] [Preferred Stock] or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of [Common Stock] [Preferred Stock] upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, including, without limitation, upon conversion of the Company’s 3½% Convertible Notes due 2033 (the “Convertible Notes”), and as described in the Prospectus, (d) the filing by the Company of any post-effective amendments to its registration statement on Form S-3 or any supplements to the prospectus included therein relating to the Convertible Notes and the shares of Common Stock issuable upon conversion thereof (Registration Statement No. 333-108616); (e) the issuance by the Company of any shares of Common Stock or options or other rights to employees of the Company on or after the date hereof pursuant to the Company’s equity incentive plans as described in the Prospectus and the issuance by the Company of shares of Common Stock upon the exercise of any such options or the vesting of any such other rights, or (f) any securities issued or issuable in connection with the Company’s stockholders rights plan. Notwithstanding the foregoing, if (1) during the last 17 days of the [ ]-day restricted period [(x) the Company issues an earnings release or (y) a material event relating to the Company occurs (including the publication of material news relating to the Company) that shall have been reasonably identified as a material event for purposes of this section in a written notice delivered to the Company by [the Representatives] within three days of such event] (each, a “Material Event”), or (2) prior to the expiration of the [ ]-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the [ ]-day period, the restrictions imposed by this Section 2 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the Material Event.
Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.
Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:
Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.
Representations, Warranties, Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.
Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that:
12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement;
12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and
12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.
Payments to Subcontractors Develop and implement a procedure for the review, processing and payment of applications by subcontractors for progress and final payments.
