Representations, Warranties and Agreements of Buyer. Buyer, represents and warrants to, and agrees with Seller as follows:
Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to Seller that:
(a) No Termination Event (as such term is defined below) has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement.
(b) All reports and other documents filed by Buyer with the Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.
(c) Buyer will publicly announce its entry into the Transaction upon execution by Buyer of this Agreement, and Buyer agrees to comply with all applicable disclosure requirements relating to the Transaction including, without limitation, Item 703 of Regulation S-K under the Securities Act.
(d) Any Shares, when issued and delivered by Buyer in accordance with the terms of the Transaction, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.
(e) Buyer will reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, solely for the purpose of issuance upon settlement of the Transaction as herein provided, the full number of Shares as shall then be issuable upon settlement of the Transaction; subject to the limitation set forth in Article 2.
(f) Prior to the Settlement Date, any Shares to be delivered on the Settlement Date by Buyer shall have been approved for listing on the Exchange, subject to official notice of issuance (it being understood that nothing herein shall create any obligation of Buyer to register any Shares under the Securities Act).
(g) Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares), to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities.
(h) Before and after giving effect to the Transaction, Buyer ...
Representations, Warranties and Agreements of Buyer. Buyer represents and warrants to, and agrees with, the Company as follows:
4.1 Buyer will acquire the Note and the Payment Shares for Buyer’s own account, for investment purposes only.
4.2 Buyer understands that an investment in the Note and the Payment Shares involves a high degree of risk, and Buyer represents that it has the financial ability to bear the economic risk of such investment, including a complete loss of such investment.
4.3 Buyer understands that the Company has no assets and will have no source of payment of the Notes other than the proceeds from the sale of the Notes.
4.4 Buyer is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act, and the statements and representations in the accredited investor certification attached as Exhibit B are true and correct;
4.5 Buyer understands that neither the Note nor the Payment Shares have been or will be registered under the Securities Act or under any state securities laws, and they will be “restricted securities” within the meaning of Rule 144 under the Securities Act.
4.6 Buyer believes that he or she has received all the information Buyer considers necessary or appropriate for deciding whether to purchase the Note, including information regarding GDNF, and Buyer has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company.
4.7 Buyer agrees not to Transfer the Note or the Payment Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company (with respect to the Note) or GDNF (with respect to the Payment Shares) any Transfer of the Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company or GDNF, as the case may be, may require the contemplated transferee to furnish the Company or GDNF, as applicable, with an investment letter setting forth such information and agreements as may be reasonable requested by the Company to ensure compliance by such transferee with the Securities Act.
4.8 The Company may place a legend or legends on the ...
Representations, Warranties and Agreements of Buyer. Buyer hereby represents and warrants to, and agrees with, Xxxxxx as of the date hereof and as of the Closing (as if such representations, warranties and agreements were made at Closing) as follows:
(a) Xxxxx has duly executed and delivered this Agreement and has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Xxxxx of this Agreement have received all requisite organizational approvals and no other action or proceeding on Buyer’s part, or any other party, are necessary to authorize this Agreement and the transactions contemplated hereby.
(b) None of the execution, delivery and performance by the Buyer of this Agreement, or the consummation by the Buyer (or its affiliates, as applicable) of the transactions contemplated hereby or compliance by the Buyer (or any affiliates) with or fulfillment by the Buyer (or its affiliates) of the terms, conditions and provisions hereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any encumbrance upon any assets of the Buyer under, (A) the certificate of incorporation, bylaws or other organizational documents of the Buyer, or (B) any material indenture, note, mortgage, lease, guaranty or material agreement, or any judgment, order, award or decree, to which the Buyer or any of its affiliates is a party.
(c) None of the Buyer nor any of its affiliates is a party to any action, suit or proceeding pending or, to the knowledge of the Buyer, threatened which, if adversely determined, would reasonably be expected to restrict the ability of the Buyer to consummate promptly the transactions contemplated by this Agreement. There is no order to which the Buyer or any of its affiliates is subject which would reasonably be expected to restrict the ability of the Buyer to consummate promptly the transactions contemplated by this Agreement.
(d) The Buyer will have as of the Closing Date, on hand (or access through committed credit facilities to) adequate funds to perform all of its obligations under this Agreement (including, but not limited to, payment of the Purchase Price and all fees and expenses required to be paid by Buyer in connection with the transactions contemplated by this Agreement), and there is no re...
Representations, Warranties and Agreements of Buyer. The Buyer hereby represents and warrants to, and agrees with the Company, as of the date hereof and the Closing as follows:
Representations, Warranties and Agreements of Buyer. The undersigned Buyer hereby represents and warrants to, and agrees with, the Company as follows:
(a) Buyer is an "accredited investor" as that term is defined in Rule 501(a) as Regulation D promulgated under the Securities Act of 1933, as amended (the "Act") by virtue of (check appropriate item(s)):
Representations, Warranties and Agreements of Buyer. As material inducement to the Corporation to enter into this Agreement and to close hereunder, the Buyer makes the following representations, warranties and agreements to and with the Corporation, which representations, warranties and agreements shall be true and correct as of the date of this Agreement and as of the Closing Date:
Representations, Warranties and Agreements of Buyer. As an inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller, and as to covenants herein agrees with Seller, as of the date of execution of this Agreement and as of the Closing Date, as follows:
Representations, Warranties and Agreements of Buyer. Buyer agrees with and hereby represents and warrants to Seller as follows, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
Representations, Warranties and Agreements of Buyer. The Buyer hereby makes the following representations and warranties to the Seller:
(a) it is duly organized, validly existing and in good standing under the laws of the state of Delaware;
(b) it has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Agreement, and has taken all necessary action to authorize its execution, delivery and performance of this Agreement;
(c) this Agreement has been duly executed and delivered on behalf of the Buyer, and constitutes a legal, valid and binding obligation of the Buyer enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing;
(d) neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the material terms, conditions or provisions of the Buyer's organizational documents or any agreement or instrument to which the Buyer is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Buyer or its property is subject;
(e) no consent or authorization of, filing with, notice to, or other act by or in respect of, any governmental authority or any other Person (including, without limitation, any stockholder or creditor of the Buyer) is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than such consents, authorization of, filing with, notice to, or other act which has been previously been obtained or made;
(f) there are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting the Buyer or any of its subsidiaries or affecting any of its properties before any governmental authority which (i) questions or challenges the validity or enforceability of this Agreement or any action to be taken in connection with the transactions contemplated hereby, or (ii) individually or in the agg...
