Representations, Warranties and Covenants of the Holder. The Holder represents and warrants to, and agrees with, the Company as follows:
Representations, Warranties and Covenants of the Holder. (a) By accepting this Warrant, the Holder represents and warrants to the Company as follows:
(i) This Warrant and 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 sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the Securities Act.
(ii) The Holder understands and acknowledges (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6.
(iii) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.
(iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof.
(b) The Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws.
(c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.
Representations, Warranties and Covenants of the Holder. The Holder hereby represents, warrants and covenants to Parent that the Holder (a) is the record and beneficial owner of the Options, which, at the date of this Agreement and at all times up until the exercise of such Options in accordance with the terms of this Agreement, will be free and clear of any liens, claims, options, charges or other encumbrances (collectively, the “Encumbrances”), (b) upon the exercise of the Options, will be the record and beneficial owner of the Shares (constituting 3,224,100 shares of Company Common Stock), which, at all times from and after such exercise up until the earlier to occur of (i) the Effective Time and (ii) the Expiration Date, will be free and clear of any such Encumbrances and (c) does not own of record or beneficially any shares of, or any securities or other rights convertible or exercisable into shares of, any capital stock of the Company other than the Options. Upon the exercise of the Options in accordance with this Agreement, the Holder will have the sole right to vote, the sole power of disposition, the sole power to issue instructions with respect to the matters set forth in Section 4, the sole power to demand appraisal rights and the sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shares, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Holder has the legal capacity, power and authority to enter into and perform all of the Holder’s obligations under this Agreement (including under any proxy granted pursuant to Section 4(c)). This Agreement (including any proxy granted pursuant to Section 4(c)) has been duly and validly executed and delivered by the Holder and constitutes a valid and binding agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) rules of law governing specific performance, injunctive relief and other equitable remedies.
Representations, Warranties and Covenants of the Holder. The Holder hereby represents and warrants to the Company that:
Representations, Warranties and Covenants of the Holder. This Warrant has been entered into by the Company in reliance upon the following representations, warranties and covenants of the Holder, which by its execution hereof the Holder hereby agrees and confirms, intending to be legally bound, as follows:
Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations, warranties and covenants, each of which is true and correct on the date hereof, and shall survive the consummation of the transactions contemplated hereby to the extent set forth herein:
Representations, Warranties and Covenants of the Holder. The Holder represents, warrants and agrees with, the Company that:
(a) This Agreement has been duly executed and delivered by the Holder and constitutes a valid and binding obligation of the Holder enforceable in accordance with its terms;
(b) Holder acknowledges its understanding that this Agreement is intended to be exempt from registration under the Securities Act of 1933, as amended;
(c) Holder has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company.
(d) Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)) or is not a U.S. Person as defined under Regulation S.
(e) The Holder is not subject to or obligated under any provisions of any law, regulation, order, judgment or decree which would be breached or violated by the execution, delivery and performance of this Agreement by the Holder and the consummation of the transactions contemplated hereby.
Representations, Warranties and Covenants of the Holder. The Holder represents and warrants to, and agrees with, the Company as set forth below in this Article II, as of the date hereof, each of which is being relied upon by the Company, as the case may be, as a material inducement to enter into and perform this Agreement:
Representations, Warranties and Covenants of the Holder. The Holder hereby represents and warrants to the Company that the Holder: (i) is the sole legal and beneficial owner of the Original Warrant free and clear of any liens, encumbrances, pledges, security interests or other restrictions or claims of third parties, (ii) is an “accredited investor” (as defined in Regulation D under the Act) and is acquiring the Exchange Shares for its own account and not with a view to any distribution thereof except in compliance with the Securities Act; (iii) is not an “affiliate” of the Company (as defined in Rule 144 under the Securities Act), (iv) has made all investigations that it deems necessary or desirable in connection with the transactions contemplated by this Agreement and has had an opportunity to ask questions of and receive answers from the Company and (v) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Common Stock.
Representations, Warranties and Covenants of the Holder. The Holder hereby represents, warrants and covenants to the Company, which representations and warranties are made as of the date of this Note, that:
