REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to each Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that:
(a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.
(b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.
(c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws.
(d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares h...
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, is true and correct and is hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that:
(a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.
(b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by‑laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.
(c) No consent, approval, autho...
REPRESENTATIONS AND WARRANTIES OF COMPANY. Except (a) as disclosed in the corresponding sections of the disclosure schedule delivered by Company to Parent prior to the execution hereof (the “Company Disclosure Schedule”); provided, that (i) the mere inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Company that such item represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect and (ii) any disclosures made with respect to a Section of this Article III shall be deemed to qualify (A) any other Section of this Article III specifically referenced or cross-referenced and (B) other sections of this Article III to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure on its face that such disclosure is relevant to such other sections or (b) as disclosed in any Company SEC Reports filed prior to the date hereof (but disregarding disclosures contained under the heading “Risk Factors” or disclosures of risks set forth in any “forward-looking statements” disclaimer, or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature) (it being agreed that any matter disclosed in such Company SEC Reports shall not be deemed to qualify any of the Company Fundamental Representations), Company hereby represents and warrants to Parent and Merger Sub as follows:
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company represents and warrants to Issuer the following:
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company represents and warrants that:
REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company represents that:
(a) The execution and delivery of this Warrant has been duly authorized by the Company's Board of Directors and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights in general and except that the enforceability of the obligations hereunder is subject to general principals of equity (regardless of whether such enforceability is considered in a proceeding at equity or at law). Neither the execution nor the delivery of this Warrant, nor fulfillment of nor compliance with the terms and provisions of this Warrant, nor the issuance of Shares upon exercise of the Warrant, will violate the terms of the certificate of incorporation or by-laws of the Company or, to the best of the Company's knowledge, any agreement (including any agreement with stockholders), instrument, judgment, decree or statute to which the Company is subject.
(b) As of December 31, 2002, the authorized capital stock of the Company consisted of (i) 99,300,000 shares of Common Stock, $0.001 par value per share, 95,000,000 shares of which are designated as Class A Common Stock, of which 31,885,896 shares are issued and outstanding, and 4,300,000 shares of which are designated as Class B Common Stock, of which 3,869,570 shares are issued and outstanding, and (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share 600,000 shares of which are designated as Series A Cumulative Convertible Preferred Stock, of which 39,544 shares are issued and outstanding.
(c) Except as set forth in subparagraph (b) above, and in registration statements filed by the Company under the Act or in any report filed by the Company under the Securities Exchange Act of 1934, as amended, the Company has not authorized any rights (either preemptive or other) or options to subscribe for or purchase from the Company, or any warrants or other agreements providing for or requiring the issuance by the Company of, any capital stock or any securities convertible into or exchangeable for its capital stock.
(d) Sufficient shares of authorized but unissued shares of Common Stock of the Company have been reserved by appropriate corporate action with the prospective exercise of the Warrant, and, the issuance of either the Warrant or the shares of Common Stock upon exercise of the Warrant will ...
REPRESENTATIONS AND WARRANTIES OF COMPANY. COMPANY hereby represents and warrants to DISTRIBUTOR as follows:
(a) COMPANY is a limited liability COMPANY duly organized, validly existing in good standing under the laws of the State of Delaware. COMPANY has the corporate power to own properties, to carry on its business as now being conducted by it, and to execute, deliver and perform this Agreement.
(b) This Agreement is, when executed and delivered by COMPANY and DISTRIBUTOR, the valid and binding obligation of COMPANY enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and further subject to general equity principles.
(c) The execution, delivery and performance by COMPANY of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate, conflict with, result in a breach or termination of, or constitute a default under (or an event which with due notice or lapse of time, or both, would constitute a breach of or default under), (i) the certificate of formation or operating agreement, as amended to date, of COMPANY, (ii) any judgment, order, decree, ruling or injunction applicable to COMPANY, or (iii) any contract or agreement between COMPANY and any third party.
(d) There is no action, suit or proceeding pending or, to the knowledge of COMPANY, threatened against COMPANY which, if decided adversely to COMPANY, may prevent the consummation of the transactions contemplated by this Agreement.
(e) The details of the purchasing arrangement, including the purchase and resale of products by COMPANY, have been disclosed to its Operators as required by law.
REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby makes the following representations and warranties to each Purchaser as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Parent as follows:
