Representations and Covenants by the Company. 2.1 The Company represents and warrants and, where applicable, covenants to the Purchaser as follows: (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it proposes to conduct. (b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company. (c) The Shares to be sold and delivered to the Purchaser hereunder will be duly authorized and validly issued and, upon payment, fully paid and non-assessable. (d) The Company shall at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon conversion of the Warrants, such number of shares of the Common Stock as shall be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock issuable upon exercise of the Warrants shall, upon issuance in accordance with the terms hereof, be duly and validly issued and fully paid and non assessable and free from all taxes, liens, encumbrances and charges with respect to the issue thereof.
Appears in 4 contracts
Samples: Purchase Agreement (Worldwide Data Inc), Purchase Agreement (Worldwide Data Inc), Purchase Agreement (Worldwide Data Inc)
Representations and Covenants by the Company. 2.1 The Company represents and warrants and, where applicable, covenants to the Purchaser as follows:
(a) The Company is a corporation duly organized, existing and in good standing under the laws of the State state of Delaware and has the corporate power to conduct the business which it proposes to conduct.
(b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company.
(c) The Shares to be sold and delivered to the Purchaser hereunder will be duly authorized and validly issued and, upon payment, fully paid and non-assessable.
(d) The Company shall at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon conversion of the Warrants, such number of shares of the Common Stock as shall be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock issuable upon exercise of the Warrants shall, upon issuance in accordance with the terms hereof, be duly and validly issued and fully paid and non assessable and free from all taxes, liens, encumbrances and charges with respect to the issue thereof.
Appears in 2 contracts
Samples: Purchase Agreement (Worldwide Data Inc), Purchase Agreement (Worldwide Data Inc)
Representations and Covenants by the Company. 2.1 The Company represents and warrants and, where applicable, covenants to the Purchaser as follows:
(a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it proposes to conduct.
(b) The execution, delivery and performance of this Agreement by the Company has been duly approved by the Board of Directors of the Company.
(c) The Shares shares to be sold and delivered to the Purchaser hereunder will be duly authorized and validly issued and, upon payment, fully paid and non-assessable.
(d) The Company shall at all times reserve and keep available out of its authorized capital stock, solely for the purpose of issue upon conversion of the Warrants, such number of shares of the Common Stock as shall be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock issuable upon exercise of the Warrants shall, upon issuance in accordance with the terms hereof, be duly and validly issued and fully paid and non assessable and free from all taxes, liens, encumbrances and charges with respect to the issue thereof.
Appears in 2 contracts
Samples: Purchase Agreement (Worldwide Data Inc), Purchase Agreement (Worldwide Data Inc)