REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. To induce the holder of this Note (or his, her or its predecessor in interest) to make a loan which is evidenced by this Note, the Company represents and warrants to the holder of this Note as follows:
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants, and covenants to the Contributors as follows:
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company represents, warrants and Covenants to Purchaser as follows: The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Georgia. The Debenture, and the shares of common stock ("Shares") to be delivered to the Purchaser upon conversion of the Debenture, will be validly issued, fully paid and non-assessable, and, when issued in accordance with the terms of the Debenture and this Agreement, will comply in all respects with applicable United States and State of Georgia laws and regulations relating to the issuance of the Debenture and the Shares, as applicable. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity and public policy; and the Company has full corporate power and authority necessary to enter into this Agreement and to perform its obligations hereunder. Subject to compliance with all applicable securities laws, no consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of its affiliates is required for execution of this Agreement or the performance of its obligations hereunder, including, without limitation, the sale of the Debenture and the Shares, as applicable, to the Purchaser.
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company ------------------------------------------------------- represents, warrants and covenants as follows:
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants and covenants to each Purchaser as follows, on and as of the date of this Agreement and the Closing Date (if different):
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants, covenants and agrees that:
(a) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and the execution, delivery and performance of this Agreement by the Company does not and will not violate any applicable law or regulation.
(b) The Company shall not create, incur, or assume any lien on or security interest in the Escrowed Property, and the Company hereby represents and warrants that each of the Escrowed Documents have been duly authorized and the Global Exchange Note has been duly issued and delivered to the Escrow Agent on the date hereof.
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company ------------------------------------------------------- represents, warrants to Zwebner as follows, which representations and warranties shall be true and correct as of the closing as well as on the date hereof:
(a) This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company and the Company has the requisite power and capacity to execute, deliver and perform this Agreement and to comply with the terms hereof.
(b) The grant of the Option by the Company does not, and the sale of the Option Shares to Zwebner by the Company, upon payment of the Purchase Price thereof, will not, conflict with or constitute an event of default under or breach of any agreement, document or instrument to which the Company is a party.
(c) The Option Shares underlying the Option granted by the Company hereunder are currently owned by the Company and, upon exercise of the Options by Zwebner and payment of the Purchase Price therefor, Zwebner will acquire such Option Shares free and clear of all security interests, claims, liens, security or other interests, encumbrances and charges of any kind whatsoever.
(d) Until the earlier of (i) the exercise of the Option granted by the Company or (ii) the expiration of the Option Period, the Company will not sell, transfer, assign, pledge, alienate or hypothecate any of the Option Shares, or permit such Option Shares to become subject to any mortgage pledge, lien, security or other interest, encumbrance or charge of any kind.
(e) The Company is a Florida corporation in good standing under the laws of the State of Florida.
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants, covenants and agrees that:
(a) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and the execution, delivery and performance of this Agreement by the Company does not and will not violate any applicable law or regulation.
(b) The Company shall not create, incur, or assume any lien on or security interest in the Escrowed Property, and the Company hereby represents and warrants that the Warrants and the Shares have been duly authorized and the Warrants have been duly issued and delivered to the Escrow Agent (as evidenced by the Warrant Certificates, respectively) on the date hereof and that the Shares, if and when issued, will be fully paid and nonassessable and free and clear of any Lien, encumbrance, charge, security interest or other claim of others created by the Company.
(c) In the event that the Company takes any action at any time during the term of this Agreement which would result in an adjustment to the number of Shares, the Company shall provide to the Escrow Agent a copy of the notice and certificate provided pursuant to Section 5.01 of the Warrant Agreement at the same time as such documents are provided thereunder.
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants to the Investor that the following representations are true and correct as of the date hereof except as otherwise indicated.
REPRESENTATION, WARRANTIES AND COVENANTS OF THE COMPANY. 3.1 The Company represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) as at the date hereof and as at the Closing Time (as such term is defined below) that:
(a) the Company is a valid and subsisting corporation duly incorporated and in good standing under the laws of British Columbia;
(b) the Company has taken, or prior to the Closing Date will take, all necessary corporate action to authorize the execution, delivery and performance of this Subscription Agreement, including the issuance of the Purchased Securities, and upon execution of this Subscription Agreement by the Company, this Subscription Agreement shall be duly executed by and shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof; and
(c) the Registration Statement, the U.S. Final Prospectus Supplement and the U.S. Base Prospectus comply and any further amendments or supplements to the Registration Statement, the U.S. Final Prospectus Supplement or the U.S. Base Prospectus will comply, in all material respects with the applicable provisions of the U.S. Securities Act and the rules and regulations thereunder, and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the U.S. Final Prospectus Supplement and U.S. Base Prospectus and any amendment thereof or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances under which they were made) not misleading.
