REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to the Company as follows:
5.1 PURCHASE OF SHARES. Medtronic is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Purchased Shares. Medtronic has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of Medtronic's investment in the Company, and Medtronic is able financially to bear the risks thereof. Medtronic has had an opportunity to discuss the Company's business, management, and financial affairs with the Company's management. The Purchased Shares are being acquired for Medtronic's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Medtronic understands that (i) the Purchased Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) the Purchased Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Purchased Shares will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect.
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic hereby represents and warrants to CardioMEMS that, as of the Effective Date:
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to Volcano that the execution and delivery by Medtronic of this Agreement and the performance by Medtronic of its obligations hereunder have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation or Bylaws of Medtronic, as amended, or any provision of any indenture, agreement or other instrument to which Medtronic or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of Medtronic. This Agreement has been duly executed and delivered by Medtronic and constitutes the legal, valid and binding obligation of Medtronic, enforceable in accordance with its terms, subject, as to the enforcement of remedies, to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally.
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. MAMI makes the following representations and warranties to the Company:
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to Nile as follows: INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
9.2.1. Medtronic has full corporate power and authority to enter into this Agreement and to perform its respective obligations hereunder.
9.2.2. This Agreement has been duly authorized, executed and delivered by Medtronic and constitutes a legal, valid and binding agreement of said party enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
9.2.3. Neither the execution and delivery of this Agreement nor compliance by Medtronic with this Agreement’s terms and provisions will violate (a) any provisions of the articles of incorporation or bylaws of Medtronic, (b) any material contract, license, franchise or permit to which Medtronic is a party or by which it is bound, or (c) to the knowledge of Medtronic, any law, statue, regulation, injunction, order or decree of any government agency or authority or court to which said entity is subject.
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to MacroPore as follows:
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to Nile as follows: INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
16 9.2.1. Medtronic has full corporate power and authority to enter into this Agreement and to perform its respective obligations hereunder.
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to the Company as follows:
5.1 PURCHASE OF SHARES. Medtronic is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Shares. Medtronic has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of Medtronic's investment in the Company and Medtronic is able financially to bear the risks thereof. Medtronic, in its capacity as a shareholder of the Company and through its representative on the Company's Board of Directors, has received copies of the Registration Statement, and all amendments thereto, and the Preliminary Prospectus, and has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. The Shares are being acquired for Medtronic's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Medtronic understands that (i) the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Regulation D promulgated under the Securities Act, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect.
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic makes the following representations and warranties to the Company:
4.1 Purchase of Note. Medtronic is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Note. Medtronic has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of Medtronic's investment in the Company and Medtronic is able financially to bear the risks thereof. Medtronic has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. The Note is being acquired for Medtronic's own account for the purpose of investment and not with a present view toward its public sale or distribution; provided, however, that by making the representation herein, Medtronic does not agree to hold the Note for any minimum or other specific term and reserves the right to dispose of the Note at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.
REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to Vision-Sciences as follows:
