Representations and Warranties by the Lender. The Lender represents and warrants to the Company as follows:
Representations and Warranties by the Lender. The Lender represents and warrants to, and covenants with, each Loan Party as follows:
Representations and Warranties by the Lender. The Lender represents and warrants to the Company as of the time of the Company's execution and issuance of the Bridge Loan Note and until such time as Bridge Loan is paid and satisfied in full, as follows: The Bridge Loan Note will be acquired for the Lender's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Lender understands that the Bridge Loan Note has not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Bridge Loan Note, that the Lender may be required to hold the Bridge Loan Note indefinitely, and that Lender must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Lender (i) is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act or has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Bridge Loan Note; (ii) has the ability to bear the economic risks of the loans evidenced hereby and by the Bridge Loan Note, including a complete loss of principal amounts payable pursuant to the Bridge Loan Note; and (iii) has not been offered the Bridge Loan Note by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. The Lender has the full right, power and authority to enter into and perform its obligations under this Bridge Loan Agreement, and this Bridge Loan Agreement constitutes a valid and binding obligation of the Lender enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, usury or other laws of general application relating to or affecting enforcement of creditors rights and rules or laws concerning equitable remedies. No consent, approval or authorization of or designation, declaration or filing with any governme...
Representations and Warranties by the Lender. As an inducement to the Company to enter into this Agreement and issue the Note, Lender represents and warrants, as follows:
(A) Lender is a validly existing company, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to enter into the Transaction Documents.
(B) The execution, delivery and performance by Lender of the Transaction Documents to which Lender is a party have been duly authorized and will each constitute the valid and legally binding obligation of Lender, enforceable against Lender in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.
(C) Lender acknowledges that it has been advised that the Note has not been registered under the provisions of the Act.
(D) Lender acknowledges it has reviewed and received copies of all SEC Filings. Lender specifically disclaims receipt of any other information and material, whether oral or in writing, from the Company or anyone acting for or on behalf of the Company, and reliance upon any such unauthorized oral or written information and material is specifically disclaimed.
Representations and Warranties by the Lender. The Lender represents and warrants to the Borrower that, both before and after the consummation of the transactions to be consummated on the Closing Date, each of the following statements is and will be true and correct:
(a) The Lender: (i) is an entity duly organized, validly existing and in good standing under the laws of jurisdiction of organization; and (ii) has the power and authority to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Credit Documents to which it is or shall become a party.
(b) The Lender has received a copy of the Compensation Plan (as defined in Section 5.6 below).
Representations and Warranties by the Lender. The Lender represents and warrants to the Borrower that:
(a) it is duly incorporated and validly existing under the laws of its place of incorporation in the legal form apparent from its name and it is entitled to hold its assets and conduct its business as it is being conducted;
(b) it has obtained or effected all approvals and authority required to validly enter into the Finance Documents and to perform its rights, and comply with and fulfil its obligations thereunder.
Representations and Warranties by the Lender. The Lender has adequate means of providing for its current financial needs and possible contingencies, and has no present need, and anticipates no need in the foreseeable future, to sell the Note, the Warrant or the Common Stock issuable upon exercise of the Warrant (collectively, the "Securities") that it may acquire. The Lender is able to bear the economic risk of this investment and, consequently, without limiting the generality of the foregoing, the Lender (a) is able to hold any of the Securities it may acquire for an indefinite period of time and (b) have a sufficient net worth to sustain a loss of its entire investment in the Securities.
Representations and Warranties by the Lender. 19 Section 4.1 Authority 19 Section 4.2 Noncontravention 19 ARTICLE V — COVENANTS 20 Section 5.1 Access 20 Section 5.2 Communication with Accountants 20 Section 5.3 Security and Pledge Agreements 20 Section 5.4 Market Regulations 20 Page Section 5.5 Reporting Requirements 20 Section 5.6 Information 20 Section 5.7 Payment of Obligations 21 Section 5.8 Insurance 21 Section 5.9 Properties 21 Section 5.10 Fundamental Changes 21 Section 5.11 Preservation of Corporate Existence 22 Section 5.12 Compliance with Law 22 Section 5.13 Termination of Covenants 23 Section 5.14 Asset Sales 23 ARTICLE VI — EVENTS OF DEFAULT 23 Section 6.1 Events of Default 23 Section 6.2 Remedies 24 ARTICLE VII — INDEMNIFICATION 25 Section 7.1 Indemnity 25 Section 7.2 Procedures 25 ARTICLE VIII — MISCELLANEOUS 27
Representations and Warranties by the Lender. The Lender represents and warrants to the Company as follows: 4.
10.1 The Lender is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. Except as provided in Section 8.1, the Note and the Warrants (collectively, the “Securities”) will be acquired for investment for the Lender’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the federal or state securities laws, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same.
Representations and Warranties by the Lender. The Lender represents and warrants the following:
a) The Lender has been duly incorporated and is validly existing under the laws of the state of Indiana. Convertible Note Agreement | AC Immune SA, 11 December 2018 11/23
b) The Lender is duly authorized to enter into and perform its obligations under or in connection with this Note Agreement.
c) The Lender represents that it is acquiring the Note and the Conversion Shares solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Notes or the Conversion Shares or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.
d) The Lender represents that it has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risk of this investment. The Lender is not relying on the Company with respect to the corporate tax, legal and economic considerations involved in its investment in the Company. The Lender understands that the offer and sale of the Notes and the Conversion Shares has not been approved or disapproved by the U.S. Securities and Exchange Commission or any other governmental entity.
e) The Lender acknowledges that its investment in the Notes and Conversion Shares involves a high degree of risk and represents that it is able, without materially impairing its financial condition, to hold the Notes and Conversion Shares for an indefinite period of time and to suffer a complete loss of its investment.
f) The Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.
