Representations and Agreements of Holder
Representations and Agreements of Holder Sample Clauses
Related to Representations and Agreements of Holder
Representations and Warranties of Holders Each Holder, severally and not jointly, hereby represents and warrants as follows:
Representations and Warranties of Holder Holder represents and warrants to the Company as follows:
Representations and Agreements (a) The Advisor represents to and agrees with the Company that:
Representations of Holder The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.
REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE (a) Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.
Representations and Warranties of Holdco HoldCo hereby represents and warrants to the Investors that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on HoldCo’s part and do not contravene any provision of HoldCo’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on HoldCo or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by HoldCo have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by HxxxXx and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable, other than HoldCo) constitutes a legal, valid and binding obligation of HoldCo enforceable against HoldCo in accordance with its terms, subject to the Enforceability Exceptions.
Representations and Warranties of Holdings Holdings hereby represents and warrants as follows:
Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows:
REPRESENTATIONS, WARRANTIES OF HOLDER Holder represents and warrants to the Company as follows:
Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).
