Representations by the Holder Sample Clauses
The 'Representations by the Holder' clause requires the holder of a right, asset, or security to make specific statements or assurances about their status, authority, or the condition of what is being transferred or held. Typically, this clause obligates the holder to confirm facts such as their legal ownership, the absence of encumbrances, or their compliance with relevant laws. By setting out these representations, the clause helps ensure that the other party can rely on the holder’s statements, thereby reducing the risk of disputes or undisclosed issues.
Representations by the Holder. The Holder hereby represents and warrants to the Company as follows:
(i) The Holder has all requisite power and authority (corporate or otherwise) to execute, deliver and perform this Agreement and the transactions contemplated thereby, and the execution, delivery and performance by the Holder of this Agreement has been duly authorized by all requisite action by the Holder and this Agreement, when executed and delivered by the Holder, constitutes a valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(ii) The Holder has a pre-existing personal or business relationship with the Company and its officers and directors.
(iii) The Holder is an “accredited investor,” as that term is defined in Rule 501 of Regulation D (a copy of which is attached hereto as Exhibit “A”), and has indicated on Exhibit B its specific qualification thereunder.
(iv) The Holder understands and acknowledges that the Shares have not been registered with the Securities and Exchange Commission under Section 5 of the of the Securities Act or registered or qualified with any applicable state or territorial securities regulatory agency in reliance upon one or more exemptions afforded from registration or qualification.
(v) The Holder understands and acknowledges that the Shares are deemed to be “restricted” securities under the Securities Act, and may be re-sold only pursuant to exemptions provided by the Securities Act. The Holder understands and acknowledges that the Company is required to place a legend on each certificate stating that the Shares have not been registered under the Securities Act.
(vi) The Holder understands and acknowledges that: (i) prior to any sale, transfer, assignment, pledge, hypothecation or other disposition of the Shares, it must either: (1) furnish the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company and to its legal counsel, to the effect that such disposition is exempted from the registration and prospectus delivery requirement under the Securities Act and the securities laws of the jurisdiction in which the Holder resides, and legal counsel for the...
Representations by the Holder. The Holder, by the acceptance hereof, represents and warrants that (a) it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act and (b) at the time the Holder was offered this Warrant, it was, and as of the date hereof it is, and on each date on which it exercises this Warrants, it will either be an “accredited investor” as defined in Rule 501(a) under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
Representations by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is an accredited investor as that term is defined in Section 501 of Regulation D promulgated under the Securities Act, that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Warrants or the Warrant Shares for any minimum or other specific term.
Representations by the Holder. The Holder understands that the Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws and the Holder is acquiring the Warrant and the Warrant Shares to be issued upon exercise hereof as principal for its own account and not with a view to or for distributing or reselling such Warrant or Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities laws. Notwithstanding the foregoing, this representation and warranty does not limit the Holder’s right to sell the Warrant or Warrant Shares pursuant to an effective registration statement or otherwise in compliance with applicable federal and state securities laws.
Representations by the Holder. The Holder hereby represents and warrants unto the Company and FLLP that each and every one of the following statements is true, correct and complete in every material respect as of the date of this Agreement and will be true, correct and complete as of the Closing Date:
(a) The Holder is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full right, power and authority to enter into this Agreement and to assume and perform all of its obligations under this Agreement; that the execution and delivery of this Agreement and the performance by the Holder of its obligations under this Agreement have been approved by the Board of Directors of the Holder and require no further action or approval of the Holder's directors or shareholders or of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of the Holder.
(b) Neither the entry into nor the performance of, or compliance with, this Agreement by the Holder has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, mortgage indenture, loan agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to the Holder.
(i) The Holder, as Assignee (as defined in the Partnership Agreement), is the sole owner of the Exchanged Units, (ii) the Exchanged Units are free and clear of all Liens, other than restrictions set forth in the Partnership Agreement, and (iii) the Holder has not granted any other person or entity an option to purchase or a right of first refusal upon the Exchanged Units.
(d) Assuming the representation and warranty set forth in Section 2.1(i) is true and correct, no authorization, consent, approval, permit or license of, or filing with, any governmental or public body or authority, or any other person or entity is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement or the agreements contemplated hereby on the part of the Holder, other than for purposes of the Stockholders Agreement, the approval of the Board of Directors of the Company of the transactions contemplated by this Agreement.
(e) The Holder is familiar with the business and financial condition of the Company, and is not relying upon any representations made to it by the Company o...
Representations by the Holder. The Holder represents and warrants to IDT that the Holder is, or upon the exercise of options will be, the beneficial owner and the owner of record of the Shares, that the Holder has the power and authority to exchange the Shares and enter into this Agreement, and that this Agreement does not violate any other agreement, contract or understanding to which the Holder is party or to which the Shares may be subject.
Representations by the Holder. The Holder hereby represents and warrants as follows:
Representations by the Holder. The Holder hereby represents and warrants as follows:
(i) this Warrant and the right to acquire the Warrant Shares issuable upon exercise of the Holder’s rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same;
(ii) the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Warrant or any of the Warrant Shares issuable upon exercise of the Holder’s rights contained herein; and
(iii) the Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
Representations by the Holder. The Holder represents and warrants that (i) it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act, (ii) it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act, (iii) it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Warrant and any Warrant Shares acquired upon any exercise hereof, has so evaluated the merits and risks of such investment and is able to bear the economic risk of an investment in this Warrant and any Warrant Shares acquired upon any exercise hereof, (iv) it has had the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of investing in this Warrant, access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment and the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment and (v) it is not accepting this Warrant as a result of any advertisement, article, notice or other communication regarding this Warrant or the Warrant Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Representations by the Holder. In connection with the Purchase, the Holder represents and warrants to the Company as follows: