REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that:
REPRESENTATIONS BY THE COMPANY. 7.1 The Company represents and warrants to the Subscriber that:
(a) the Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct; and
(b) upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber, except as set forth in the disclosure schedules attached hereto:
REPRESENTATIONS BY THE COMPANY. The Company makes the following representations as the basis for the undertakings on its part herein contained:
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Buyer as follows:
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"):
(a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct.
(b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken and approved.
(c) The Units have been duly and validly authorized and issued.
(d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith.
(e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company.
(f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the closing date, except with regard to the provisions of paragraph II(d) herein for which the Company represents and warrants to the Subscriber that at the closing date:
(a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct and is qualified to do business in New York.
(b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Units and the securities contained therein will have been duly taken and approved.
(c) The Debentures comprising the Units have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid and binding obligations of the Company enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights, that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
(d) The Company will at all times during the term of the Debentures (including the debentures issuable upon exercise of the Agent's Warrants, as defined herein) have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Debentures as well as exercise of the warrants issuable upon such conversion. The warrants have been duly authorized and, when issued and delivered upon conversion of the Debentures (including the debentures issuable upon exercise of the Agent's Warrants), will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms. The shares of Common Stock issuable upon exercise of the warrants issuable upon conversion of the Debentures (including the debentures issuable upon exercise of the Agent's Warrants) have been reserved for issuance upon the exercise of the Warrants and when issued in accordance w...
REPRESENTATIONS BY THE COMPANY. The Company makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Company is a corporation duly incorporated under the laws of the State and is in good standing in the State, is qualified to do business as a foreign corporation in all other states and jurisdictions wherein the nature of the business transacted by the Company or the nature of the property owned or leased by it makes such licensing or qualification necessary, and has the power to enter into and by proper corporate action has been duly authorized to execute and deliver this Agreement and the Tax Agreement.
(b) Neither the execution and delivery of this Agreement or the Tax Agreement, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the Tax Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement other than the Indenture.
(c) The statements, information and descriptions contained in the Project Certificate and the Tax Agreement, as of the date hereof and at the time of the delivery of the Bonds to the Underwriter, are and will be true, correct and complete, do not and will not contain any untrue statement or misleading statement of a material fact, and do not and will not omit to state a material fact required to be stated therein or necessary to make the statements, information and descriptions contained therein, in the light of the circumstances under which they were made, not misleading.
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date:
2.1 The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct.
2.2 The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes and Warrants will have been duly taken and approved.
2.3 The Notes and Warrants have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid and binding obligations of the Company enforceable in accordance with their respective terms.
2.4 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company.
2.5 The execution and delivery of this Subscription Agreement, the issuance of the Notes and Warrants, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.
REPRESENTATIONS BY THE COMPANY. 4.1 The Company represents and warrants to the Subscriber that:
(A) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct.
(B) Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.
(C) The issued and outstanding shares of the Company consists of 5,000,000 shares of the Company’s common stock prior to the completion of the issue of any shares of the Company’s common stock pursuant to this Offering.
