Representations and Warranties of the Lender. The Lender hereby represents and warrants to the Borrower as follows:
Representations and Warranties of the Lender. (a) The Lender represents and warrants to, and covenants and agrees with the Company that:
(i) the Lender makes the Loan to the Company and acquires the Conversion Right (as defined herein) in reliance upon the Exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act for the private offering of securities;
(ii) the Lender is eligible to make the Loan to the Company and acquire the Conversion Right in the Company under Regulation D, and all statements set forth in the Declaration of Regulation D Eligibility, attached hereto as Schedule A, are true and correct and may be relied upon by the Company; further, all information, representations and warranties contained in this Agreement, or that have been otherwise given to the Company, are correct and complete as of the date hereof, and may be relied upon by the Company;
(iii) the Lender is aware of the significant economic and other risks involved in making the Loan to the Company and in acquiring and/or exercising the Conversion Right;
(iv) the Lender has consulted with its own legal advisor as to this Agreement and its eligibility to acquire and/or exercise the Conversion Right under the laws of its home jurisdiction and acknowledges that the Company has made no effort and takes no responsibility for the consequences to the Lender as an investor acquiring this Conversion right and, in particular, in purchasing the securities upon exercise, if any, of the Conversion Right;
(v) no federal or state agency has passed upon, or make any finding or determination as to the fairness of this investment, and that there have been no federal or state agency recommendations or endorsements of the investment made hereunder;
(vi) the Lender acknowledges that:
A. there are substantial restrictions on the sale or transferability of any Shares acquired upon exercise of the Conversion Right and understands that, although the Company is a reporting company, the Lender is, upon exercising the Conversion Rights, purchasing unregistered securities;
B. the Lender may not be able to liquidate this investment in the event of any financial emergency and will be required to bear the economic risk of this investment for a lengthy or even indefinite period of time;
C. the Company is not contractually obligated to register under the Securities Act any Shares acquired upon an exercise of the Conversion Right; and
D. any Shares acquired by the Lender upon exercise of the Con...
Representations and Warranties of the Lender. The Lender hereby, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:
Representations and Warranties of the Lender. The Lender hereby represents and warrants to the Company that:
Representations and Warranties of the Lender. The Lender represents and warrants to the Company that:
Representations and Warranties of the Lender. Each Lender represents and warrants to the Company that:
(a) The Lender 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 its investment in the Company and it is able financially to bear the risks thereof;
(b) The Lender is entering into this Purchase Agreement and acquiring the Note for the Lender’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof other than in compliance with the Securities Act of 1933, as amended (the Securities Act”) and applicable state securities laws;
(c) No “Bad Actor” Disqualification Events. Neither the Lender nor any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members is subject to any “Disqualification Event” (as described in Rule 506(d)(1)(i)-(viii) of the Securities Act), except a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable); and
(d) Each Lender understands that (i) each Note and the securities into which it is convertible have not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof or Rule 504, 505 or 506 promulgated under the Securities Act, (ii) each Note and its underlying securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) each Note and its underlying securities will bear a legend substantially to such effect.
Representations and Warranties of the Lender. In connection with the transactions provided for herein, the Lender hereby represents and warrants to the Company that:
Representations and Warranties of the Lender. Each Lender represents and warrants to the Company that:
(a) The Lender 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 its investment in the Company and it is able financially to bear the risks thereof;
(b) The Lender is entering into this Purchase Agreement and acquiring the Note for the Lender’s own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof other than in compliance with the Securities Act and applicable state securities laws; and
Representations and Warranties of the Lender. The Lender represents and warrants that:
6.1 The Lender is a corporation duly organized under the laws of the Commonwealth of Virginia, and is validly existing and in good standing under the laws of the Commonwealth of Virginia. The Lender has full power and authority and legal right to make and perform this Agreement.
6.2 The execution, delivery and performance by the Lender of this Agreement have been duly authorized by all necessary action by the Lender, and is not in violation of, and will not violate, any provisions of law applicable to the Lender, any rules, regulations or orders applicable to the Lender or any judgments or decrees binding upon the Lender. This Agreement is a valid and legally binding obligation of the Lender enforceable against the Lender in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting credits' rights generally and the general principles of equity (regardless of whether considered in a proceeding at law or in equity).
6.3 No authorizations, approvals or consents of, and no filings or registrations with, any governmental regulatory authority or agency are required for the execution, delivery or performance by the Lender of this Agreement, or any transaction contemplated hereby, or for the validity or enforceability against the Lender hereof except as have already been received or accomplished.
6.4 The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (i) any of the provisions of the Lender's Certificate of Incorporation or Bylaws, (ii) any provision of any agreement, instrument, order, arbitration award, judgment or decree to which the Lender is a party or by which it is or its assets are bound (iii) any statute, rule or regulation of any federal, state or local government or agency applicable to the Lender, except in any such case described in (i), (ii), (iii) above, for any such conflicts, violations, defaults which either individually or in the aggregate do not have a material adverse effect on the business properties of the Lender and its subsidiaries, taken as a whole.
6.5 The Bank has taken such actions as are required by applicable law to be taken by it to establish the ESOP and the Trust.
6.6 There is no action, suit, investigation or proceeding pending, or to the best knowledge of the Holding Compa...
Representations and Warranties of the Lender. The Lender hereby represents and warrants as follows:
