Representations and Warranties as to Preferred Shares Sample Clauses

Representations and Warranties as to Preferred Shares. In the case of the initial deposit of the Preferred Shares hereunder, the Company and, in the case of subsequent deposits thereof, each person so depositing Preferred Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Preferred Shares and each certificate therefor are valid and that the person making such deposit is duly authorized to do so. The Company hereby further represents and warrants that such Preferred Shares, when issued, will be validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of Receipts.
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Representations and Warranties as to Preferred Shares. In the case of the initial deposit of the Preferred Shares hereunder, the Company represents and warrants that such Preferred Shares and each certificate therefor are validly issued, fully paid and nonassessable. Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of Receipts.
Sample 1Sample 2Sample 3See All (6)
Representations and Warranties as to Preferred Shares. In the case of the initial deposit of the Preferred Shares hereunder, the Company and, in the case of subsequent deposits thereof, each person so depositing Preferred Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Preferred Shares and each certificate therefor are valid and that the person making such deposit is duly authorized to do so. The Company hereby further represents and warrants that: (a) such Preferred Shares, when issued, will be validly issued, fully paid and nonassessable; and (b) such Preferred Shares, when issued, will be duly registered under the Securities Act or will be exempt from such registration. Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of Receipts.
Sample 1
Representations and Warranties as to Preferred Shares. In the case of the initial deposit of the Preferred Shares hereunder, the Company and, in the case of any subsequent deposits thereof permitted hereunder, each person so depositing Preferred Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Preferred Shares and each certificate therefor are valid and that the person making such deposit is duly authorized to do so. The Company hereby further represents and warrants that such Preferred Shares, when issued, will be validly issued, fully paid and non-assessable. The Company further represents and warrants that a registration statement under the Securities Act of 1933, as amended (the “1933 Act”) has been filed and is currently effective, or will be effective prior to the issuance of any Depositary Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Depositary Shares being issued pursuant hereto except for any Depositary Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act and state securities laws. Such representations and warranties shall survive the deposit of the Preferred Shares and the issuance of Receipts.
Sample 1

Related to Representations and Warranties as to Preferred Shares

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS Each Shareholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of the Holders Each Holder represents and warrants, severally and not jointly, to the Company as follows:

  • Representations and Warranties of Each Stockholder Each Stockholder hereby severally, and not jointly, represents and warrants to Parent and Purchaser (as to such Stockholder) as follows:

  • Representations and Warranties of the Holder By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

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