Representations and Warranties of the Noteholder. Each Noteholder hereby represents and warrants to the Company that:
Representations and Warranties of the Noteholder. The Noteholder hereby represents, warrants and covenants that:
Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants to the Company that it:
(i) owns exclusively, beneficially and of record and has good, valid and marketable title to such Note free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note;
(ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act;
(iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act;
(iv) understands that it is Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (a “QIB”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange and Sale for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof; and
(v) understands that the shares of Common Stock will bear the restrictive legend set forth on Exhibit A to this Agreement.
Representations and Warranties of the Noteholder. The Noteholder represents and warrants to the Company, as of the date of this Agreement and as of the Amendment Time, as follows:
Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants as to itself to the Company that the statements made in this Section 3.2 are true and correct as of the date of this Agreement and as of the Closing Date.
(a) [Omitted].
Representations and Warranties of the Noteholder. As of the date of this Debt Exchange Agreement and as of the Closing, Noteholder hereby represents and warrants to the Company that the following representations and warranties are true and complete as of each respective date:
Representations and Warranties of the Noteholder. As a material inducement to the Company to enter into this Agreement, the Noteholder hereby represents and warrants to the Company that the following statements are complete and accurate as of the date of this Agreement and will be complete and accurate as of the Closing Date:
Representations and Warranties of the Noteholder. The Noteholder represents and warrants to the Company as of the date of this Agreement, as of the Conversion Date and as of the date of the New Share Issuance (except for representations and warranties made as of a specified date, which are made only as of the specified date) as follows:
(a) The Noteholder has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly executed and delivered by the Noteholder. This Agreement is the legal, valid and binding obligation of the Noteholder, enforceable against the Noteholder in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and is in full force and effect.
(c) The Noteholder beneficially owns the aggregate principal amount of the Convertible Notes set forth under the Noteholder’s name on Exhibit A hereto, which represent all the Convertible Notes held by the Noteholder as of the date of this Agreement, and will beneficially own any After-Acquired Notes, in each case, free and clear of any pledge, security interest, claim, lien or other encumbrance of any kind. There are no contracts or other agreements between or among the Noteholder and any other person that would conflict with, restrict or prohibit the Noteholder’s ability to fulfill its obligations under this Agreement.
(d) The Noteholder is (1) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act)) or (2) an institutional “accredited investor” (within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act).
(e) The Noteholder acknowledges that it has had the opportunity to speak with a representative of the Company and to obtain and review information reasonably requested by the Noteholder from the Company.
(f) The Noteholder understands that (1) the New Shares are a speculative investment involving a high degree of risk, (2) no representation is being made as to the business, financial position, results of operations or prospects of the Company or the future value of the New Shares, (3) the economic benefits that may be derived from the New Shares are uncertain and (4) the total amount of the Noteholder’s investment in the New Shares could be lost.
(g) The Noteholder understands that the New Shares have not been registered under the Securities Act or any...
Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants on the date hereof:
Representations and Warranties of the Noteholder. As a material inducement to the Company to enter into this Agreement, the Noteholder hereby represents and warrants to the Company that the following statements are true and correct as of the date of this Agreement.
