Representations and Warranties of the Representative. (a) The Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule C. The Representative represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
Representations and Warranties of the Representative. The Representative represents and warrants that it is a division of American Capital Partners, LLC, which is a licensed broker-dealer under applicable federal and state securities law.
Representations and Warranties of the Representative. The ---------------------------------------------------- Representative represents and warrants to each other party that:
Representations and Warranties of the Representative. 4.1 The Representative hereby represents and warrants to the Company that he has the requisite power and authority to enter into this agreement by virtue of the approval of the Board of Directors of the Company and acknowledges that Company in entering into this agreement is relying on such representations and warranties.
Representations and Warranties of the Representative. The Representative hereby represents and warrants to and agrees with the Company as follows:
Representations and Warranties of the Representative. (a) The Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule C. Any such free writing prospectus consented to by the Representative is herein referred to as a “Permitted Free Writing Prospectus.” The Representative represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
Representations and Warranties of the Representative. At the date of execution hereof and at the time of solicitation of exercise of Warrants, the Representative represents that it is, and will, (i) be registered as a broker-dealer under the Exchange Act, (ii) be a member in good standing of the NASD, and (iii) maintain its registration, qualification and membership in full force and effect and in good standing throughout the term of this Agreement. The Representative acknowledges and agrees that it will not solicit the exercise of Warrants, or offer or sell the underlying Common Stock, in any state or jurisdiction except those in which the Common Stock underlying the Warrants has been qualified or qualification is not required. Further, the Representative agrees to comply with the laws of the states in which it may solicit exercise of the Warrants or in which the Common Stock underlying the Warrants may be offered or sold by it, with the applicable rules and regulations of the NASD, and will comply with federal laws including, but not limited to, the Securities Act of 1933, as amended (the "Act"), the Exchange Act and the rules and regulations of the Commission thereunder.
Representations and Warranties of the Representative. Each of ----------------------------------------------------- TCI and KTC, jointly and severally, represents and warrants to Xxxxxx as follows:
Representations and Warranties of the Representative. The Representative hereby represents, warrants and covenants that:
Representations and Warranties of the Representative. In order to induce Messrs. DeLape and Young to enter into xxxx Xgreemxxx xnd consummate the transactions provided for herein and contemplated hereby, the Representative hereby represents and warrants to Messrs. DeLape and Young as follows:
