Representation by the Company. The Company represents that a copy of the Master Trust Agreement is on file with the Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk.
Representation by the Company. The Company represents that a copy of the Articles of Incorporation are on file with the Secretary of the State of Maryland.
Representation by the Company. The Company represents and warrants that (a) the Company has full power and authority to enter into and perform its obligations under this Agreement, (b) this Agreement has been duly authorized by all necessary action of the Company, including by the Compensation Committee and any other committee of the Board of Directors of the Company with authority over any matter set forth in this Agreement, and (c) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Representation by the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the issuance of the Warrants and the Common Stock issuable upon exercise of the Warrant have been taken.
Representation by the Company. The Company represents that (a) the Warrant is, and any Warrant issued in substitution for or replacement of the Warrant shall be, upon issuance, duly authorized and validly issued and (b) all corporate actions on the part of the Company necessary for the issuance of the Warrants and the Common Stock issuable upon exercise of the Warrants have been taken.
Representation by the Company. The Company represents that a copy of its Articles of Incorporation, dated May 23, 1990, together with all amendments thereto, is on file in the office of the Secretary of The State of Maryland.
Representation by the Company. The Company represents and warrants that (i) the members of the Company’s board of directors (the “Board”) are aware that the Holder has deputized each of Xxxx Xxxxx and Xxxx Xxxxxxxxxxxx as a director of the Board and each of them represents the Holder on the Board; (ii) the Board has determined that the Holder is thereby deemed to be a “director by deputization” under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) the Board has approved that the issuance of the Warrant to the Holder and one or more exercises of the Warrants from time to time (including any combination or division of the Warrant, any issuance of new Warrants, the disposition of one or more Warrants to the Company upon exercise of the Warrants and the acquisition by the Holder or its affiliates of the Warrant Shares upon exercise of the Warrants) (collectively, the “ Exempt Transactions”) shall each be exempt from the provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 of the Exchange Act; and (iv) the Company and the Board have taken all steps necessary such that the Exempt Transactions have the benefit of the Rule 16b-3 exemption to the fullest extent of applicable law. The Company, the Board and the Holder are each relying on the availability of the Rule 16b-3 exemption and the Company would not have issued the Warrant, the Board would not have approved the Exempt Transactions and the Holder would not acquire the Warrant or exercise the Warrant, in each case, without the benefit of the Rule 16b-3 exemption.
Representation by the Company. The Company hereby represents and warrants that (i) the person who has executed this Agreement on its behalf is duly authorized to do so; (ii) the Company has full corporate power and authority to enter into and perform its obligations under this Agreement; and (iii) the execution by the Company of this Agreement has been duly authorized and approved by all necessary corporate action.
Representation by the Company. The Company represents that a copy of the Articles of Incorporation is on file with the Secretary of the State of Maryland. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Agreement by signing and returning the enclosed copy of this Agreement. Very truly yours, TRAVELERS SERIES FUND INC. By: Name: Title: Accepted: SXXXX XXXXXX MUTUAL FUNDS MANAGEMENT INC. By: Name: Title:
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Representation by the Company. The Company represents that a copy of the Articles of Incorporation is on file with the Secretary of the State of Maryland. If the foregoing is in accordance with your understanding, kindly indicate your acceptance of this Agreement by signing and returning the enclosed copy of this Agreement. Very truly yours, TRAVELERS SERIES FUND INC. By: /s/ Hxxxx X. XxXxxxxx Name: Hxxxx X. XxXxxxxx Title: Chairman Accepted: SSB CITI FUND MANAGEMENT LLC By: /s/ Cxxxxxxxx X. Xxxxx Name: Cxxxxxxxx X. Xxxxx Title: Secretary and General Counsel
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