Issuer Warranties. Issuer hereby represents and warrants to Grantee as follows:
(a) Issuer has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly approved by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, Issuer, enforceable against Issuer in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.
(b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.
(c) Upon receipt of the necessary regulatory approvals as contemplated by this Agreement, the execution, delivery and performance of this Agreement does not or will not, and the consummation by Issuer of any of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, its certificate of incorporation or by-laws, or the comparable governing instruments of any of its subsidiaries, or (ii) a breach or violation of, or a default under, any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation of it or any of its subsidiaries (with or without the giving of notice, the lapse of time or both) or under any law, rule, ordinance or regulation...
Issuer Warranties. The Issuer represents and warrants that:
(a) corporate existence: it is a body corporate validly existing under the laws of its place of incorporation;
(b) power and capacity: it has the power and capacity to enter into and perform, or cause to be performed, its obligations under this agreement;
(c) authority: it has taken all necessary corporate actions to authorise the execution, delivery and performance of this agreement and the documents required under this agreement in accordance with their respective terms;
(d) validity of obligations: this agreement constitutes legal, valid and binding obligations upon it enforceable in accordance with its terms;
Issuer Warranties. The Issuer represents and warrants that:
(a) (registration) it is registered and validly existing under its laws of incorporation;
(b) (corporate power) it has the corporate power to own its assets and to carry on its business as it is now being conducted;
(c) (authority) it has full power and authority to enter into and perform its obligations under this agreement;
(d) (authorisations) it has taken all necessary action to authorise the execution and performance of this agreement;
(e) (public company) the Issuer has taken all steps necessary under the Corporations Act to convert to a public company limited by shares and will be a public company on Completion;
(f) (binding obligations) this agreement constitutes its legal, valid and binding obligations and is enforceable in accordance with its terms;
(g) (Subscription Shares) the issue of the Subscription Shares, and the performance by it of its obligations under this agreement, has been duly authorised by it and its members (including as required under its constituent documents);
(h) (agreement permitted) the execution and performance by it of this agreement, and the issue by it of the Subscription Shares, complies with its constituent documents or any arrangements between the Issuer and its members and does not and will not violate, breach, or result in a violation or breach of:
(i) any law, regulation or authorisation;
(ii) its constituent documents (including any arrangements between the Issuer and its members);
(iii) any agreement to which the Issuer is party; or
(iv) any Encumbrance which is binding on it or any of its assets; and
(i) (ownership) the Investor will acquire at Completion:
(i) the full legal and beneficial ownership of the Subscription Shares free and clear of all Encumbrances, subject to registration of the Investor in the register of shareholders; and
(ii) the Subscription Shares that are fully paid and have no money owing in respect of them.
Issuer Warranties. The Issuer represents and warrants to the Subscriber as follows:
Issuer Warranties. Each of the Issuer Warranties remaining true and accurate and not misleading, in each case as at the Completion Date with the same force and effect as if repeated throughout the period between the date of this Agreement and up to and including the Completion Date;
Issuer Warranties. (a) The Issuer represents and warrants to the Subscriber that each of the Issuer Warranties set out in Schedule 1 (Issuer Warranties) is true, accurate, complete and not misleading as at the date of this Agreement and (other than any Issuer Warranty expressed to be given on a specific date) each of the Issuer Warranties will be true, accurate, complete and not misleading on the Completion Date, provided that all such Issuer Warranties are deemed to be made subject to all information disclosed in the announcements, circulars, interim or annual reports and other corporate communication issued by the Issuer.
(b) Each of the Issuer Warranties shall be separate and independent and (unless otherwise expressly provided) shall not be limited or restricted by reference to or inference from the terms of any other Issuer Warranty or any other terms of this Agreement.
(c) The Issuer agrees and acknowledges that the Subscriber has entered into this Agreement in reliance on the Issuer Warranties and the Subscriber has been so induced to enter into this Agreement relying on each of the Issuer Warranties.
Issuer Warranties. Except to the extent disclosed by the Issuer as an announcement on the ASX prior to the date of this Agreement or, disclosed to the Investor in writing prior to the date of this Agreement, the Issuer warrants and represents to and for the benefit of the Investor that as at the date of this Agreement and the Issue Date:
(a) (status) it is a body corporate validly existing under the laws of its place of incorporation or establishment;
(b) (corporate power) it has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;
(c) (corporate action) it has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement. On the Issue Date, full beneficial title in the Convertible Notes issued pursuant to clause 3.2 will vest in the Investor;
(d) (accuracy and completeness):
(i) all information relating to the Issuer and the Group and the Issuer and/or the Group’s operations provided to the Investor or its advisers in connection with the proposed investment by the Investor in the Issuer as contemplated by this Agreement, and all information publicly disclosed by the Issuer, is true in all material respects and is not by omission or otherwise misleading or deceptive in any material respect;
(ii) nothing has occurred which renders any of the material which has been disclosed to the Investor or its advisers, or which has been publicly disclosed by the Issuer, inaccurate in any material respect; and
(iii) the Issuer has responded to all of the requests for information submitted to them in writing through by the Investor or its advisers in good faith and all such responses are true and accurate in all material respects;
Issuer Warranties. 7.2.1. The Issuer warrants to the Subscribers that each of the statements set out in SCHEDULE 14 is as at the Execution Date and will be on the Closing Date be (by reference to the facts and circumstances existing at the relevant time) true and accurate.
7.2.2. The Issuer acknowledges that the Subscribers have entered into this Agreement in reliance on the Issuer Warranties which shall not in any respect be extinguished or affected by the Share Subscription Closing.
Issuer Warranties. Each time an Issuer releases an Announcement via MAP, the Issuer warrants that:
Issuer Warranties
