Reorganization and Securities Related Representations Sample Clauses

Reorganization and Securities Related Representations. 5.5.1. There is no plan or intention by the Shareholders to sell, exchange, or otherwise dispose of a number of shares of Celtic Common Stock received in the Merger that would reduce the Shareholders= ownership of Celtic stock to a number of shares having a value, as of the date of the Merger, of less than 50% of the value of all of the formerly outstanding stock of SLM as of the same date. The SLM Common Stock and shares of Celtic Common Stock held by the Shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the Merger are considered in making this representation. 5.5.2. Following the Effective Time, SLM will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets, and at least 90% of the fair market value of Celtic Merger Sub=s net assets and at least 70% of the fair market value of Celtic Merger Sub=s gross assets held immediately prior to the Merger. For purposes of this representation, amounts used by SLM or Celtic Merger Sub to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by SLM are included as assets of SLM or Celtic Merger Sub, respectively, immediately prior to the Merger. 5.5.3. SLM has no plan or intention to issue additional shares of stock that would result in Celtic losing control of SLM within the meaning of Section 368(c) of the IRC. 5.5.
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Reorganization and Securities Related Representations. 6.4.1. The fair market value of the Celtic Common Stock received by each Shareholder of SLM in the Merger will be approximately equal to the fair market value of the SLM Common Stock surrendered in the Exchange. 6.4.2. Following the Effective Time, SLM will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets, and at least 90% of the fair market value of Celtic Merger Sub=s net assets and at least 70% of the fair market value of Celtic Merger Sub=s gross assets held immediately prior to the Merger. For purposes of this representation, amounts used by SLM or Celtic Merger Sub to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by SLM are included as assets of SLM or Celtic Merger Sub, respectively, immediately prior to the Effective Time. 6.4.3. Immediately prior to the Effective Time, Celtic will be in control of Celtic Merger Sub within the meaning of Section 368(c) of the IRC.
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Reorganization and Securities Related Representations. 25 6.5 Approvals and Consents; Noncontravention.......................26 6.6
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Reorganization and Securities Related Representations. 5.5.1. There is no plan or intention by the Stockholders to sell, exchange, or otherwise dispose of a number of shares of Emerald Common Stock received in the Merger that would reduce the Stockholders' ownership of Emerald stock to a number of shares having a value, as of the date of the Merger, of less than 50% of the value of all of the formerly outstanding stock of CGC as of the same date. The CGC Common Stock and shares of Emerald Common Stock held by the Stockholders and otherwise sold, redeemed, or disposed of prior or subsequent to the Merger are considered in making this representation. 5.5.2. Following the Effective Time, CGC will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets, and at least 90% of the fair market value of Emerald Merger Sub's net assets and at least 70% of the fair market value of Emerald Merger Sub's gross assets held immediately prior to the Merger. For purposes of this representation, amounts used by CGC or Emerald Merger Sub to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by CGC are included as assets of CGC or Emerald Merger Sub, respectively, immediately prior to the Merger. 5.5.3. CGC has no plan or intention to issue additional shares of stock that would result in Emerald losing control of CGC within the meaning of Section 368(c) of the IRC. 5.5.4. Following the Effective Time, CGC will continue its historic business or use a significant portion of its historic business assets in its business. 5.5.5. There is no intercorporate indebtedness existing between Emerald and CGC, or between Emerald Merger Sub and CGC, which was issued, acquired, or will be settled at a discount. 0.0.0. Xx the Effective Time, shares of CGC Common Stock representing control of CGC as defined in Section 368(c) of the IRC, will be Exchanged solely for voting stock of Emerald. 0.0.0. Xx the Effective Time, CGC will not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire stock in CGC that, if exercised or converted, would affect Emerald's acquisition or retention of control of CGC, as defined in Section 368(c) of the IRC. 5.5.8. CGC is not an investment company as defined in Section 368(a)(2)(f)(iii) and (iv) of the IRC. 5.5.9. On the Effective Date, the fair market value of the assets of CGC will exceed the sum of its liabilities p...
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Reorganization and Securities Related Representations. 6.4.1. The fair market value of the Emerald Common Stock received by each Stockholder of CGC in the Merger will be approximately equal to the fair market value of the CGC Common Stock surrendered in the Exchange. 6.4.2. Following the Effective Time, CGC will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets, and at least 90% of the fair market value of Emerald Merger Sub's net assets and at least 70% of the fair market value of Emerald Merger Sub's gross assets held immediately prior to the Merger. For purposes of this representation, amounts used by CGC or Emerald Merger Sub to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by CGC are included as assets of CGC or Emerald Merger Sub, respectively, immediately prior to the Effective Time. 6.4.3. Immediately prior to the Effective Time, Emerald will be in control of Emerald Merger Sub within the meaning of Section 368(c) of the IRC.
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Reorganization and Securities Related Representations. 5.5.1. There is no plan or intention by the Shareholders to sell, exchange, or otherwise dispose of a number of shares of Celtic Common Stock received in the Merger that would reduce the Shareholders' ownership of Celtic stock to a number of shares having a value, as of the date of the Merger, of less than 50% of the value of all of the formerly outstanding stock of SLM as of the same date. The SLM Common Stock and shares of Celtic Common Stock held by the Shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the Merger are considered in making this representation. 5.5.2. Following the Effective Time, SLM will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets, and at least 90% of the fair market value of Celtic Merger Sub's net assets and at least 70% of the fair market value of Celtic Merger Sub's gross assets held immediately prior to the Merger. For purposes of this representation, amounts used by SLM or Celtic Merger Sub to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by SLM are included as assets of SLM or Celtic Merger Sub, respectively, immediately prior to the Merger. 5.5.3. SLM has no plan or intention to issue additional shares of stock that would result in Celtic losing control of SLM within the meaning of Section 368(c) of the IRC. 5.5.4. Following the Effective Time, SLM will continue its historic business or use a significant portion of its historic business assets in its business. 5.5.5. There is no intercorporate indebtedness existing between Celtic and SLM, or between Celtic Merger Sub and SLM, which was issued, acquired, or will be settled at a discount. 0.0.0. Xx the Effective Time, shares of SLM Common Stock representing control of SLM as defined in Section 368(c) of the IRC, will be Exchanged solely for voting stock of Celtic. 0.0.0. Xx the Effective Time, SLM will not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire stock in SLM that, if exercised or converted, would affect Celtic's acquisition or retention of control of SLM, as defined in Section 368(c) of the IRC. 5.5.8. SLM is not an investment company as defined in Section 368(a)(2)(f)(iii) and (iv) of the IRC. 5.5.9. On the Effective Date, the fair market value of the assets of SLM will exceed the sum of its liabilities plus the amou...
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Reorganization and Securities Related Representations. 6.4.1. The fair market value of the Celtic Common Stock received by each Shareholder of SLM in the Merger will be approximately equal to the fair market value of the SLM Common Stock surrendered in the Exchange. 6.4.2. Following the Effective Time, SLM will hold at least 90% of the fair market value of its net assets and at least 70% of the fair market value of its gross assets, and at least 90% of the fair market value of Celtic Merger Sub's net assets and at least 70% of the fair market
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Related to Reorganization and Securities Related Representations

  • Securities Representations This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 10. (b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register such shares of Common Stock (or to file a “re-offer prospectus”). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

  • Representations and Warranties of the Owner Trustee The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that: (a) It is a national banking association duly formed and validly existing under the laws of the United States. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will (i) contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) constitute any default under its charter documents or bylaws, (iii) constitute any default under any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or (iv) result in the creation or imposition of any lien, charge or encumbrance on the Owner Trust Estate resulting from actions by or claims against the Owner Trustee which are unrelated to this Agreement or the other Basic Documents. (d) It has the power and authority to execute and deliver this Agreement; and the execution, delivery, and performance of this Agreement by it has been duly authorized by all necessary corporate action. (e) This Agreement constitutes the legal, valid, and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

  • Securities Law Representations The Optionee acknowledges that the Options and the Shares are not being registered under the Securities Act, based, in part, on either (i) reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act or (ii) the fact that the Optionee is an “accredited investor” (as defined under the Securities Act), and, in each of (i) and (ii) above, a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Optionee, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations: • The Optionee is acquiring the Options and, if and when the Optionee exercises the Options, will acquire the Shares solely for the Optionee’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable state securities laws. • The Optionee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Options and the restrictions imposed on any Shares purchased upon exercise of the Options. The Optionee has been furnished with, and/or has access to, such information as he considers necessary or appropriate for deciding whether to exercise the Options and purchase the Shares. However, in evaluating the merits and risks of an investment in the Shares, the Optionee has and will rely only upon the advice of his own legal counsel, tax advisors, and/or investment advisors. • The Optionee acknowledges that to the best of his knowledge the Option Price is not less than what the Board has determined to be the Fair Market Value of the Shares. • The Optionee is aware that the Options may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Shares to an amount in excess of the Option Price, and that any investment in common shares of a private closely held corporation such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. • The Optionee understands that any Shares acquired on exercise of the Options will be characterized as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. The Optionee acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that he is familiar with such rule, and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law. • The Optionee has read and understands the restrictions and limitations set forth in the Shareholders Agreement, the Plan and this Agreement. • The Optionee has not relied upon any oral representation made to the Optionee relating to the Options or the purchase of the Shares on exercise of some or all of the Options or upon information presented in any promotional meeting or material relating to the Options or the Shares. • The Optionee understands and acknowledges that, if and when he exercises the Options, (a) any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends which may be required by applicable federal and state securities laws, and (b) except as otherwise provided under the Shareholders Agreement, the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws.

  • Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to and covenants with the Company that:

  • Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Fund that: 6.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts. 6.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts. 6.3 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 6.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 6.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Certificates and Representations of Shares (a) Shares may be recorded in book entry form or may be evidenced by certificates or electronic or crypto tokens or coins, or in any other form, as determined by the Board as may be permitted by the Delaware Act. Notwithstanding anything to the contrary herein, unless the Board shall determine otherwise in respect of one or more classes of Shares or as may be required by the Depository with respect to any specific class of Shares, Shares shall not be evidenced by physical Certificates. No Member shall have the right to require the Company to issue physical Certificates representing Shares for any reason, except as may be required by applicable law. If the Board authorizes the issuance of Shares to any Person in the form of physical Certificates, the Company shall issue one or more Certificates in the name of such Person evidencing the number of such Shares being so issued. Certificates shall be executed on behalf of the Company by the Board. If and to the extent a Transfer Agent has been appointed with respect to any class or series of Shares, no Certificate representing such class or series of Shares shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the Board elects to issue Shares in global form, the Certificates representing Shares shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Shares have been duly registered in accordance with the directions of the Company. Any or all of the signatures required on the Certificate may be by facsimile. If any officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such Person were such officer or Transfer Agent at the date of issue. Certificates for any class or series of Shares shall be consecutively numbered and shall be entered on the books and records of the Company as they are issued and shall exhibit the holder’s name and number and type of Shares. (b) If any mutilated Certificate is surrendered to the Company or the Transfer Agent, the appropriate officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and class or series of Shares as the Certificate so surrendered. The appropriate officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with surety or sureties and with fixed or open penalty as the Company may direct to indemnify the Company and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. If a Member fails to notify the Company within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a Transfer of the Shares represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Member shall be precluded from making any claim against the Company or the Transfer Agent for such Transfer or for a new Certificate. As a condition to the issuance of any new Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Representations and Warranties of Trustee The Trustee represents and warrants that: (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or association; (ii) neither the execution nor the delivery by the Trustee of this Trust Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Federal or New York law, governmental rule or regulation governing the banking or trust powers of the Trustee or any judgment or order binding on it, or violate its charter documents or by-laws or constitute a default under (or an event which, without notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of any material contract, indenture, mortgage, agreement or instrument to which it is a party or by which any of its properties may be bound; (iii) the Trustee has full power, authority and right to execute, deliver and perform its duties and obligations as set forth herein and in each Supplement to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (iv) this Trust Agreement has been duly executed and delivered by the Trustee and constitutes, subject to due execution by the Depositor, the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (v) the Trustee is not in violation, and the execution and delivery of the Trust Agreement by the Trustee and its performance and compliance with the terms thereof will not constitute a violation, of any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Trustee or its properties, which violation would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or operations of the Trustee or its properties or on the performance of its duties hereunder; (vi) there are no actions or proceedings against, or investigations of, the Trustee pending, or, to the knowledge of the Trustee, threatened, before any court, administrative agency or other tribunal (A) that could reasonably be expected to prohibit its entering into the Trust Agreement, (B) seeking to prevent the issuance of the Certificates contemplated by the Trust Agreement or (C) that could reasonably affect the performance by the Trustee of its obligations under, or the validity or enforceability against the Trustee of, the Trust Agreement; and (vii) no consent, approval, authorization or order of any court, governmental agency or body is required for the execution, delivery and performance by the Trustee of, or compliance by the Trustee with, the Trust Agreement, or for the consummation of the transactions contemplated by the Trust Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date. The representations and warranties of the Trustee set forth in this Section 7.10 shall survive the receipt of Underlying Securities by the Trustee and shall survive the delivery of the Trust Agreement by the Trustee to the Depositor.

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