Participant’s Representations and Warranties. Participant hereby represents, warrants and covenants to Company, and each time such Participant or any of its Authorized Representatives enters an order, effects a transaction, clears a transaction, or otherwise uses the Services, that Participant will be deemed by such act to represent, warrant and covenant to Company the following:
A. if such Participant is not a natural person, Participant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and each other jurisdiction in which the nature or conduct of its business requires such qualification;
B. if such Participant is an individual, Participant is of the age of majority in the individual’s place of residence;
C. such Participant has all requisite legal authority and capacity to enter into this Agreement and to use the Services on its own behalf and to perform its obligations as a Participant; D. such Participant will maintain during the term of this Agreement all required and necessary regulatory approvals and/or licenses to operate as a Participant; E. such Participant and its Authorized Representatives are and will be in compliance with all material respects of the Act, CFTC Regulations and all other applicable laws, rules, regulations, judgments, orders and rulings of any governmental authority or self-regulatory organization, authority, agency, court or body, including the laws of any jurisdiction applicable to an Order or Transaction (collectively, “Applicable Law”) (including data protection and privacy laws and laws with respect to recording messages of Participant employees, including providing and obtaining required notices or consents); and
F. Participant is not statutorily disqualified from acting as a Participant and that there is, to the best of its knowledge, no pending or threatened action, suit or proceeding before or by any court or other governmental, regulatory or self-regulatory body, to which Participant is a party, that seeks to affect the enforceability of this Agreement or its ability to act as a Participant.
Participant’s Representations and Warranties. The Participant represents and warrants to the Company that:
a. This Agreement and all schedules constitute the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms, and the execution, delivery and performance of this Agreement by the Participant does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order or decree to which the Participant is subject;
b. Giving effect to all equity securities of the Company owned beneficially by the Participant, the Participant, as of the date hereof, does not own stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or Subsidiary of the Company; and
c. The Participant will review all disclosure materials provided by the Company in connection with the offering of Shares to the Participant under the 1933 Act.
Participant’s Representations and Warranties. In order to induce Lessee, Lessor and Agent to enter into this Agreement and the other Operative Documents to which they are parties, each Participant hereby represents and warranties to Lessee, Lessor and Agent as follows:
Participant’s Representations and Warranties. Participant makes the following representations, warranties, and acknowledgements to Bank and Provider as of the date of this Agreement and at all times during the Term (as defined below):
Participant’s Representations and Warranties. In connection with the acquisition of the Restricted Shares, Participant represents and warrants to the Company and agrees and acknowledges that:
(a) Participant is acquiring the Restricted Shares for his or her own account, for investment purposes only and not with a present view toward the distribution thereof or with any present intention of distributing or reselling any such Restricted Shares in violation of the Securities Act or any state securities laws and that, irrespective of any other provisions of this Agreement or the Stockholders’ Agreement, any Transfer of the Restricted Shares by Participant shall be made only in compliance with all applicable federal and state securities laws, including, without limitation, the Securities Act.
(b) The Restricted Shares are not registered under the Securities Act or qualified under the securities laws of any other jurisdiction and must be held by Participant until the Restricted Shares are registered under the Securities Act and qualified under such laws or an exemption from such registration and qualification is available. The Company shall have no obligation to take any action that may be necessary to make available any exemption from registration or qualification under the Securities Act or the securities laws of any other jurisdiction.
(c) Participant has had the opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Restricted Shares. Participant has had full access to such information and materials concerning the Company as Participant has requested. The Company has answered all inquiries that Participant has made to the Company relating to the Company or the sale of the Restricted Shares. Participant has carefully reviewed and understands the risks of and other considerations relating to an investment in the Restricted Shares.
(d) Participant has such knowledge and experience in financial and business matters such that Participant is capable of evaluating the merits and risks of investment in the Restricted Shares and of making an informed investment decision with respect thereto or has consulted with advisors who possess such knowledge and experience.
(e) Participant is able to bear the economic risk of his or her investment in the Restricted Shares for an indefinite period of time.
(f) Participant is an “accredited investor” as that term is defined under Regulation D of the Securities Act.
Participant’s Representations and Warranties. The Participant represents and warrants to the Company that:
i) This Agreement constitutes the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms, and the execution, delivery and performance of this Agreement by the Participant does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Participant is a party or any judgment, order or decree to which the Participant is subject;
ii) Unless Options being granted hereunder are not Incentive Stock Options, the Participant, as of the date hereof, does not own stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or Subsidiary of the Company; and
iii) The Participant will review all disclosure materials provided by the Company in connection with the offering of Shares to the Participant under the 0000 Xxx.
Participant’s Representations and Warranties. Participant hereby represents and warrants to Lender that the execution, delivery and performance of this Agreement by Participant (a) has been duly authorized or ratified effective as of the date of execution by all necessary corporate action on the part of Participant; (b) does not and will not contravene the laws of the state of its incorporation providing for the organization and governing of Participant; (c) does not and will not conflict with, or result in a violation of, any applicable laws; and (d) does not and will not require any consent or approval of any creditor or constitute a violation of or default under any agreement or instrument to which Participant is a party or whereby any of its property may be bound.
Participant’s Representations and Warranties. 3.01 The Participant represents and warrants to and in favour of Vaughan:
(a) that the information supplied to Vaughan in the Application or in support of the Application by the Participant is true and accurate. The Participant acknowledges that Vaughan has relied upon the truth, authenticity and accuracy of the information in authorizing the Award;
(b) that if the Business is incorporated pursuant to the provincial or federal Business Corporations Act, that it is a corporation duly incorporated, organized, and validly existing and in good standing under the law of Ontario or Canada, as the case may be, and that the Participant is the majority shareholder of such corporation;
(c) that the Participant operates the Business arms length from any family business operation or venture;
(d) that the Business proposed in the Business Plan is a new or expanding business venture;
Participant’s Representations and Warranties. In order to induce Lessee, Lessor and Agent to enter into this Agreement and the other Operative Documents to which they are parties, each Participant hereby represents and warranties to Lessee, Lessor and Agent as follows:
(a) Due Organization, Qualification, etc. Such Participant (i) is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
Participant’s Representations and Warranties. The Participant shall complete the Investment Representation Statement attached hereto as Exhibit A, which is a condition to the Participant’s receipt of this Award of Restricted Stock.
