Representations of Xxxxxx. Xxxxxx hereby represents and warrants to the Company that his execution, delivery and performance of this agreement will not violate or result in any breach of any agreement, contract, understanding or written policy to which Xxxxxx is subject as a result of any prior employment, any investment or otherwise. Xxxxxx is not subject to any agreement, contract or understanding which in any way restricts or limits his ability to accept employment with the Company or perform the services contemplated herein.
Representations of Xxxxxx. Xxxxxx represents and warrants to the Company that (a) Xxxxxx has the power and authority to execute and deliver this Agreement and to bind itself and its affiliates to this Agreement (and Xxxxxx Executive Capital LP has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed on Schedule A to this Agreement), (b) this Agreement has been duly authorized, executed and delivered by Xxxxxx, constitutes a valid and binding obligation of Xxxxxx, and is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), (c) the execution of this Agreement by Xxxxxx does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Xxxxxx, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Xxxxxx is a party or by which it is bound, (d) Xxxxxx, together with its Affiliates, beneficially owns (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) in the aggregate 1,501,002 shares of Common Stock, (e) except as disclosed on Exhibit B, Xxxxxx is not a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities; and (f) the Newly Appointed Directors (or any Successor Directors) will not be, and Xxxxxx will not consider the Newly Appointed Directors (or any Successor Directors) to be, stockholder designees or stockholder representatives of Xxxxxx.
Representations of Xxxxxx. Xxxxxx hereby represents and warrants as follows, which warranties and representations shall also be true as of the Effective Date:
(a) As of the date hereof, the total number of shares of Xxxxxx Common Stock issued and outstanding is 14,020,000, and there 3,170,037 shares of Xxxxxx Series A Preferred Stock currently outstanding, 3,052,666 shares of Xxxxxx Series B Preferred Stock currently outstanding and 5,000 shares of Xxxxxx Series C Preferred Stock currently outstanding. Other than the shares of Xxxxxx Series B Preferred Stock that may be issued immediately prior to the Closing pursuant to the Private Placement as described in Section 2(b) above, the foregoing shares represent all of the shares of Xxxxxx’ capital stock that will be issued and outstanding as of the Effective Date. In addition, Xxxxxx has and warrants to purchase 11,388,936 shares of our common stock to existing holders of warrants to purchase common stock of Xxxxxx. Further, a $5,000,000 outstanding convertible note issued by Xxxxxx to Castlerigg is convertible into 3,333,333 shares of common stock (at a conversion price $1.50), which in the merger will convert into the right to purchase our common stock on the same terms. Additionally, the outstanding 5,000 shares Xxxxxx Series C Preferred Stock are convertible into 3,333,333 shares of common stock.
(b) The Xxxxxx Common Stock and Xxxxxx Preferred Stock constitutes duly authorized, validly issued shares of capital stock of Xxxxxx. All shares of Xxxxxx Common Stock and Xxxxxx Preferred Stock are fully paid and nonassessable.
(c) The Xxxxxx audited financial statements as of and for the year ended December 31, 2007, which have been made available to VIGS (hereinafter referred to as the “Xxxxxx Financial Statements”), to the best of Xxxxxx’ Knowledge, fairly present in all material respects the financial condition of Xxxxxx as of the dates thereof and the results of its operations for the periods covered. Other than as set forth in Schedule 4(c) attached hereto, and except as may otherwise be set forth or referenced herein, there are no material liabilities or obligations, either fixed or contingent, not disclosed or referenced in the Xxxxxx Financial Statements or in any exhibit thereto or notes thereto other than contracts or obligations occurring in the ordinary course of business since December 31, 2007. No contracts or obligations occurring in the ordinary course of business constitute liens or other liabilities which materially alt...
Representations of Xxxxxx. Xxxxxx hereby represents, warrants and covenants to PWM as follows:
Representations of Xxxxxx. Xxxxxx represents and warrants to FDI that this Agreement has been duly authorized by Xxxxxx and, when executed and delivered by Xxxxxx, xxxx constitute a legal, valid and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
Representations of Xxxxxx. As an inducement for the County to enter into this Agreement, Xxxxxx makes the following representations, which Xxxxxx agrees are both material and continuing representations, which representations shall continue to be correct and accurate for and during the term of this Agreement:
1. Manager has not now nor has ever filed for Bankruptcy Protection or Discharge in the United States Bankruptcy Courts, nor been involuntarily declared bankrupt.
2. Manager has not now nor has ever been convicted of a felony or of any other crime of moral turpitude.
3. All representations made by Manager in connection with his application for employment with the County were true and correct at the time they were made and remain true and correct.
4. All representations made by Manager in his communications with the County inapplying for the position of County Manager were true and correct at the time they were made and remain true and correct.
5. Manager has not misrepresented or failed to disclose any facts that would have been material to the County in its decision to enter into this Agreement.
6. In the event that the facts upon which the above representations are based may change such that any representation made above is no longer accurate, Manager shall immediately notify the Board of any such factual change.
Representations of Xxxxxx. Xxxxxx hereby acknowledges, represents and warrants to BodyTel as follows, and acknowledges that BodyTel is relying thereon in entering this Letter Agreement and issuing the BodyTel Shares to Safecom:
(a) the Shares are validly issued and outstanding as a fully paid and non-assessable share in the capital of GlucoTel;
(b) it has all requisite corporate power and authority to execute and deliver this Letter Agreement, including, but not limited to, the Shares duly endorsed for transfer, and any other document contemplated by this Letter Agreement (collectively, the “Xxxxxx Documents”) to be executed by Xxxxxx and to perform its obligations hereunder and to consummate the Transaction contemplated hereby. The execution and delivery of each of the Xxxxxx Documents by Xxxxxx and the consummation by Xxxxxx of the Transaction have been duly authorized by Marlon’s board of directors or other such governing authority. No other corporate or shareholder proceedings on the part of Xxxxxx is necessary to authorize such documents or to consummate the Transaction. This Letter Agreement has been, and the other Xxxxxx Documents when executed and delivered by Xxxxxx will be, duly executed and delivered by Xxxxxx and this Letter Agreement is, and the other Xxxxxx Documents when executed and delivered by Xxxxxx as contemplated hereby will be, valid and binding obligations of Xxxxxx enforceable in accordance with their respective terms except:
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;
(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and
(iii) as limited by public policy.
(c) it is the legal, beneficial and registered owner of the Shares, with good and marketable title thereto, free and clear of any lien, claim, charge, security interest or other encumbrance.
(d) No party has any agreement, right or option, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, right or option: to require GlucoTel to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of GlucoTel; for the issue or allotment of any of the authorized but unissued shares in the capital of GlucoTel; to require ...
Representations of Xxxxxx. Xxxxxx represents and warrants as follows:
Representations of Xxxxxx. Xxxxxx represents, warrants, agrees and undertakes as follows:
0.0. Xx has the knowledge, capability, professional qualifications, personnel and all the financial means required to perform its obligations under this Agreement.
0.0. Xx has the right and power to enter into and perform this Agreement.
5.3. There are no contractual and/or legal obstacles precluding Xxxxxx from entering into this Agreement and carrying out its undertakings hereunder, and its undertakings to any third parties do not and will not conflict with its obligations hereunder.
0.0. Xx shall distribute the Developed Format only in compliance with the Distribution License and subject to the terms of this Agreement.
Representations of Xxxxxx. Existence and Good Standing of Xxxxxx; Power and Authority . . . . . . . . . . . . . . . . . . . 30 Section 6.2 Xxxxxx Consents and Approvals; No Violations. . . . . . . . . . . . . . . . . . . . . 31 Section 6.3 Broker's or Finder's Fees . . . . . . . . . . . . . 31
