Representations, Warranties and Covenants of the Holders. Each of the Holders hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company, with respect solely to itself and not with respect to any other Holder:
(a) If a Holder is an entity, such Holder is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
(b) This Agreement has been duly authorized, validly executed and delivered by each Holder and is a valid and binding agreement and obligation of each Holder enforceable against such Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and each Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder.
(c) Each Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of each Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws.
(d) Each Holder is an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act.
(e) Each Holder is and will be acquiring the Securities for such Holder’s own account, for investment purposes, and not with a view to any resale or distribution in whole or in part, in violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, such Holder does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition.
(f) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) and/or 4
Representations, Warranties and Covenants of the Holders. Each Holder hereby severally represents and warrants to the Company:
Representations, Warranties and Covenants of the Holders. Each Holder, severally and not jointly, hereby makes the following representations, warranties and covenants with respect to only itself, each of which is true and correct on the date hereof, will be true and correct on the Closing Date and the Settlement Date, and will survive the Closing Date and the Settlement Date and the transaction contemplated hereby.
Representations, Warranties and Covenants of the Holders. The Holders each, severally and not jointly, hereby represent, warrant and covenant to the Company as of the Closing Date:
Representations, Warranties and Covenants of the Holders. Each Holder hereby represents and warrants to the Company and agrees as follows:
Representations, Warranties and Covenants of the Holders. As a condition to MIT's obligation to register the Registrable Securities and any and all other obligations of MIT under this Agreement, each Holder hereby represents and warrants to, and covenants and agrees with MIT as follows:
(a) this Agreement has been duly executed by such Holder and constitutes a valid and binding agreement of such Holder enforceable against such Holder in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, or other laws, now or hereafter in effect, affecting creditors' rights generally, the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses (including commercial reasonableness, good faith, and fair dealing) and to the discretion of the court before which any proceeding therefor may be brought; and subject to limitations as to enforceability of the indemnification and contribution provisions hereof;
(b) the execution, delivery and performance by each Holder of this Agreement and the consummation of the transactions contemplated hereby will not require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority or other person, except in connection with the Securities Act, or conflict with or result in any breach or violation of any provision of any agreement to which such Holder is a party or by which he or she is bound;
(c) such Holder will furnish to MIT the information requested opposite such Holder's signature below, which shall include such Holder's name exactly as it is to appear in the stock transfer records of MIT, such Holder's current street address, phone number, telecopy number and such other information reasonably available to such Holder as MIT may reasonably request;
(d) such Holder will not take, directly or indirectly, any action that is designed to or which has constituted or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of MIT to facilitate the sale or resale of the Registrable Securities;
(e) such Holder will comply with Regulation M under the Exchange Act, which, among other things, requires a seller of Registrable Securities and all affiliates of the that seller to suspend all bids for or purchases of shares of MIT Common Stock at least one business day before and during any offers and sales of Registrable Securities by that seller an...
Representations, Warranties and Covenants of the Holders. The Holders, individually and not jointly, hereby make the following representations and warranties to the Company, and covenants for the benefit of the Company:
Representations, Warranties and Covenants of the Holders. Each of the holders hereby represents and warrants to, severally and not jointly, as to itself and no other holder, and agrees with the Company as of date hereof (which representations and warranties shall survive the date hereof):
Representations, Warranties and Covenants of the Holders. The Holders represent and warrant to, and agree with Parent that:
(a) This Agreement has been duly authorized, executed and delivered by the Holders; and
(b) The Holders will enter into customary lock-up agreements (not to exceed ninety (90) days (or such shorter period of time as may be required of the directors and executive officers of Parent)) with the underwriters of a public offering of the capital stock of Parent if so requested by such underwriters; provided however, that such lock-up shall not apply to shares registered on the Form S-3 contemplated hereby.
Representations, Warranties and Covenants of the Holders. Grace and Wxxxxxxx make the following representations, warranties, and covenants each of which is true and correct on the date hereof.
