Subscriber’s Conditions. The obligation of the Subscriber to complete the subscription for the Debenture and the Warrants is subject to fulfilment at the Closing Time of the following conditions: (a) the Subscriber shall have received a favourable opinion acceptable to the Subscriber, acting reasonably, dated the Closing Date from counsel to the Corporation and the Subsidiaries, with respect to such matters as the Subscriber may request, acting reasonably, relating to the Corporation and the Subsidiaries and the subscription and issuance of the Debenture and the Warrants. In providing such opinion, counsel may, where appropriate, rely on certificates of senior officers of the Corporation and the Subsidiaries as to factual matters; (b) at the Closing Time, there shall not have developed, occurred, come into effect or existence any event, action, state, condition or financial occurrence of significant consequence or any law, regulation or policy which in the Subscriber's opinion, acting reasonably, Materially Adversely Affects, or involves, or will Materially Adversely Affect or involve the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries; (c) all proceedings shall have been taken and all documentation executed in connection with the transactions contemplated by this Agreement shall be satisfactory to the Subscriber; (d) the representations and warranties of the Corporation and the Subsidiaries contained in Article 6 hereof shall be true and correct at the Closing Time with the same effect as if such representations and warranties had been made at such time; (e) the Corporation and the Subsidiaries shall have performed and complied with all of its material obligations hereunder to be performed at or prior to the Closing Time; (f) the parties to the Transaction Agreements, other than the Subscriber, shall have executed and delivered such agreements to the Subscriber and, where draft forms of same are annexed hereto, substantially in the form of drafts annexed; (g) the Subscriber shall be satisfied with the insurance maintained by the Corporation and the Subsidiaries; (h) the Subscriber shall have received confirmation of the program expenditures with respect to the use of the proceeds of the sale of the Debenture and the Warrants by the Corporation satisfactory to the Subscriber, acting reasonably; (i) there shall not be any injunction, order or claim, pending or threatened, respecting the Corporation or the issuance and sale to the Subscriber of the Warrants; (j) Xx. Xxxxxxxx Xxxx shall have entered into an employment contract with the Corporation which shall include confidentiality, non competition and non solicitation provisions, in form and substance satisfactory to the Subscriber and its legal counsel; (k) the Subscriber shall have completed its due diligence and the review and examination by the Subscriber of all information, agreements, documents, books and records of or relating to the Corporation, whether written or oral, has been, in the sole discretion of the Subscriber, completed to the satisfaction of the Subscriber; (l) the Corporation shall have entered into working capital facilities satisfactory to the Subscriber; (m) Pneutech shall have paid all outstanding accrued dividends in the amount of $300,000 to Roynat Capital Inc.; (n) Pneutech shall have retracted all preferred shares in the capital stock of Pneutech held by Roynat Capital Inc.; (o) Pneutech shall have purchased for cancellation all warrants issued to Roynat Capital Inc. to purchase common shares in the capital of Pneutech in exchange for $1,250,000; (p) all of the shareholders of Pneutech shall have consented to the amalgamation of Pneutech with 4274458 Canada Inc. pursuant to an Agreement and Plan of Amalgamation where all the shares in Pneutech shall be cancelled and new shares of the Corporation will be issued to the shareholders of Pneutech immediately prior to the amalgamtaion and Pneutech shall be a wholly owned subsidiary of the Corporation; and (q) the Subscriber shall have entered into satisfactory inter creditor and subordination agreements with other creditors of the Corporation and the Guarantors. The foregoing conditions are for the exclusive benefit of the Subscriber, provided that any of the said conditions may be waived in whole or in part by the Subscriber without prejudice to its rights of rescission in the event of the non fulfilment and/or non performance of any other conditions, any such waiver to be binding on the Subscriber only if the same is in writing. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Subscriber shall not be satisfied at the Closing Time, the Subscriber may: (i) refuse to complete the transactions contemplated herein by notice in writing to the Corporation and in such event, the Subscriber and the Corporation shall be released from all obligations hereunder (except for the obligation of the Corporation to pay certain fees and expenses as contemplated in Article 16 hereof); or (ii) complete the transaction contemplated herein, it being expressly understood and agreed that the Subscriber may rely, notwithstanding such completion, upon the Corporation's representations, warranties, covenants and conditions (unless waived) contained in this Agreement.
Appears in 1 contract
Subscriber’s Conditions. The obligation obligations of the Subscriber to complete the subscription for the Debenture 4,000,000 shares subscribed for herein and to pay the Warrants purchase price therefore is subject to fulfilment at the Closing Time of the following conditions:
(a) the Subscriber shall have received a favourable opinion acceptable to the Subscriber, acting reasonably, dated the Closing Date from counsel to the Corporation and the Subsidiaries, with respect to such matters as the Subscriber may request, acting reasonably, relating to the Corporation and the Subsidiaries and the subscription and issuance of the Debenture and the Warrants. In providing such opinion, counsel may, where appropriate, rely on certificates of senior officers of the Corporation and the Subsidiaries as to factual matters;
(b) at the Closing Time, there shall not have developed, occurred, come into effect or existence any event, action, state, condition or financial occurrence of significant consequence or any law, regulation or policy which in the Subscriber's opinion, acting reasonably, Materially Adversely Affects, or involves, or will Materially Adversely Affect or involve the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries;
(c) all proceedings shall have been taken and all documentation executed in connection with the transactions contemplated by this Agreement shall be satisfactory to the Subscriber;
(d) the representations and warranties of the Corporation and the Subsidiaries contained in Article 6 hereof shall be true and correct at the Closing Time with the same effect as if such representations and warranties had been made at such time;
(e) the Corporation and the Subsidiaries shall have performed and complied with all of its material obligations hereunder to be performed at or prior to the Closing Time;
(f) the parties to the Transaction Agreements, other than the Subscriber, shall have executed and delivered such agreements to the Subscriber and, where draft forms of same are annexed hereto, substantially in the form of drafts annexed;
(g) the Subscriber shall be satisfied with the insurance maintained by the Corporation and the Subsidiaries;
(h) the Subscriber shall have received confirmation of the program expenditures with respect to the use of the proceeds of the sale of the Debenture and the Warrants by the Corporation satisfactory to the Subscriber, acting reasonably;
(i) there shall not be any injunction, order or claim, pending or threatened, respecting the Corporation or the issuance and sale to the Subscriber of the Warrants;
(j) Xx. Xxxxxxxx Xxxx shall have entered into an employment contract with the Corporation which shall include confidentiality, non competition and non solicitation provisions, in form and substance satisfactory to the Subscriber and its legal counsel;
(k) the Subscriber shall have completed its due diligence and the review and examination by the Subscriber of all information, agreements, documents, books and records of or relating to the Corporation, whether written or oral, has been, in the sole discretion of the Subscriber, completed fulfillment to the satisfaction of the Subscriber;
(l) Subscriber in its sole and arbitrary discretion on or before the Corporation shall have entered into working capital facilities satisfactory to the Subscriber;
(m) Pneutech shall have paid all outstanding accrued dividends in the amount Closing Date, of $300,000 to Roynat Capital Inc.;
(n) Pneutech shall have retracted all preferred shares in the capital stock of Pneutech held by Roynat Capital Inc.;
(o) Pneutech shall have purchased for cancellation all warrants issued to Roynat Capital Inc. to purchase common shares in the capital of Pneutech in exchange for $1,250,000;
(p) all each of the shareholders of Pneutech shall have consented to the amalgamation of Pneutech with 4274458 Canada Inc. pursuant to an Agreement and Plan of Amalgamation where following conditions (all the shares in Pneutech shall be cancelled and new shares of the Corporation will be issued to the shareholders of Pneutech immediately prior to the amalgamtaion and Pneutech shall be a wholly owned subsidiary of the Corporation; and
(q) the Subscriber shall have entered into satisfactory inter creditor and subordination agreements with other creditors of the Corporation and the Guarantors. The foregoing conditions are for the exclusive benefit of the Subscriber, provided that or any of the said conditions which may be waived in whole or in part in writing by the Subscriber without prejudice in its sole and arbitrary discretion):
(a) the Subscriber having delivered to the Company a notice in writing stating that the Subscriber has completed a due diligence investigation with respect to the Company;
(b) the Company having delivered to the Subscriber a Deed of Termination in form satisfactory to the Subscriber duly executed by Xxxxxx Private Equity, LLC wherein it is agreed that the agreement between Xxxxxx Private Equity, LLC and the Company dated November 6, 2000 is terminated;
(c) the Company having delivered to the Subscriber an Acknowledgement and Waiver in form satisfactory to the Subscriber duly executed by Xxxxxxxxx Digital, Inc. wherein Xxxxxxxxx Digital, Inc. acknowledges the subscription for shares herein provided for and waives any and all pre-emptive rights that it may have under and pursuant to Section 6 of the Securities Purchase Agreement between Xxxxxxxxx Digital, Inc. and the Company dated December 28, 1999 ;
(d) the Company having delivered to the Subscriber an agreement in form satisfactory to the Subscriber duly executed by DDB World Wide Communications Group Inc. ("DDB") wherein DDB agrees to take no further proceedings with respect to Supreme Court of B.C. Action NO. S006438, to withdraw its Notice of Intention to Enforce Security dated December 6, 2000 and to waive all of its rights of rescission in to require the event Company to further pay down its debt to DDB under and pursuant to the letter agreement between the Company and DDB dated October 12, 2000;
(e) the Company having delivered to the Subscriber a legal opinion addressed to the Subscriber and its legal counsel from Xxxxxx & Xxxxxx dated and effective as of the non fulfilment and/or non performance of any other conditions, any such waiver to be binding on the Subscriber only if the same is in writing. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Subscriber shall not be satisfied at the Closing Time, the Subscriber mayDate as to:
(i) refuse to complete the transactions contemplated herein by notice in writing to the Corporation authorized and in such event, the Subscriber and the Corporation shall be released from all obligations hereunder (except for the obligation issued fully diluted capital of the Corporation to pay certain fees Company including options, warrants and expenses as contemplated in Article 16 hereof); orconvertible securities;
(ii) complete the transaction absence of a requirement for shareholder approval for the subscription for the Securities and the acceptance by the Company thereof herein provided for;
(iii) the absence of any restrictions, laws, bylaws, agreements which such law firm is aware, shareholders' resolutions or directors' resolutions which could prohibit, benefit or otherwise encumber, restrict or limit the Company from allotting and issuing the Securities or any other shares as contemplated herein, it being expressly understood and agreed that the Subscriber may rely, notwithstanding such completion, upon the Corporation's representations, warranties, covenants and conditions (unless waived) contained in this Agreement;
(iv) the due authorization, execution and delivery by the Company, and the enforceability in accordance with its terms, of this Agreement.
(v) the due and valid issuance of the Securities;
(vi) the absence of any requirement for further U.S. regulatory approvals with respect to the execution and delivery of this Agreement, the acceptance of the subscription for shares herein provided for by the Company and the issuance by the Company of the Securities;
(f) the obtaining of all regulatory and other approvals required with respect to this Agreement and the transactions contemplated herein;
(g) the Company having approved, and having agreed in writing to implement, the Subscriber's proposed plan of reorganization for the Company and the Company having taken such steps as the Subscriber shall consider necessary prior to the Closing Date to commence the implementation thereof;
(h) the Company having delivered to the Subscriber all documents necessary for the allotment and issuance of the Securities including without limitation:
(i) a certified copy of an authorizing directors resolution of the Company approving this Agreement and the issue and allotment of the Securities to the Subscriber in accordance with the terms and conditions herein;
(ii) certificates representing the Securities in the name of the Subscriber;
(i) the Company having delivered to the Subscriber such other consents approvals, waivers or other documents or instruments as the Subscriber shall require to give the Subscriber good title to the Securities and to enable the Subscriber or its nominee to become the registered holder thereof.
Appears in 1 contract
Subscriber’s Conditions. The obligation obligations of the Subscriber to complete the subscription for the Debenture 16,000,000 shares subscribed for herein and to pay the Warrants purchase price therefore is subject to fulfilment at the Closing Time of the following conditions:
(a) the Subscriber shall have received a favourable opinion acceptable to the Subscriber, acting reasonably, dated the Closing Date from counsel to the Corporation and the Subsidiaries, with respect to such matters as the Subscriber may request, acting reasonably, relating to the Corporation and the Subsidiaries and the subscription and issuance of the Debenture and the Warrants. In providing such opinion, counsel may, where appropriate, rely on certificates of senior officers of the Corporation and the Subsidiaries as to factual matters;
(b) at the Closing Time, there shall not have developed, occurred, come into effect or existence any event, action, state, condition or financial occurrence of significant consequence or any law, regulation or policy which in the Subscriber's opinion, acting reasonably, Materially Adversely Affects, or involves, or will Materially Adversely Affect or involve the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries;
(c) all proceedings shall have been taken and all documentation executed in connection with the transactions contemplated by this Agreement shall be satisfactory to the Subscriber;
(d) the representations and warranties of the Corporation and the Subsidiaries contained in Article 6 hereof shall be true and correct at the Closing Time with the same effect as if such representations and warranties had been made at such time;
(e) the Corporation and the Subsidiaries shall have performed and complied with all of its material obligations hereunder to be performed at or prior to the Closing Time;
(f) the parties to the Transaction Agreements, other than the Subscriber, shall have executed and delivered such agreements to the Subscriber and, where draft forms of same are annexed hereto, substantially in the form of drafts annexed;
(g) the Subscriber shall be satisfied with the insurance maintained by the Corporation and the Subsidiaries;
(h) the Subscriber shall have received confirmation of the program expenditures with respect to the use of the proceeds of the sale of the Debenture and the Warrants by the Corporation satisfactory to the Subscriber, acting reasonably;
(i) there shall not be any injunction, order or claim, pending or threatened, respecting the Corporation or the issuance and sale to the Subscriber of the Warrants;
(j) Xx. Xxxxxxxx Xxxx shall have entered into an employment contract with the Corporation which shall include confidentiality, non competition and non solicitation provisions, in form and substance satisfactory to the Subscriber and its legal counsel;
(k) the Subscriber shall have completed its due diligence and the review and examination by the Subscriber of all information, agreements, documents, books and records of or relating to the Corporation, whether written or oral, has been, in the sole discretion of the Subscriber, completed fulfillment to the satisfaction of the Subscriber;
(l) Subscriber in its sole and arbitrary discretion on or before the Corporation shall have entered into working capital facilities satisfactory to the Subscriber;
(m) Pneutech shall have paid all outstanding accrued dividends in the amount Closing Date, of $300,000 to Roynat Capital Inc.;
(n) Pneutech shall have retracted all preferred shares in the capital stock of Pneutech held by Roynat Capital Inc.;
(o) Pneutech shall have purchased for cancellation all warrants issued to Roynat Capital Inc. to purchase common shares in the capital of Pneutech in exchange for $1,250,000;
(p) all each of the shareholders of Pneutech shall have consented to the amalgamation of Pneutech with 4274458 Canada Inc. pursuant to an Agreement and Plan of Amalgamation where following conditions (all the shares in Pneutech shall be cancelled and new shares of the Corporation will be issued to the shareholders of Pneutech immediately prior to the amalgamtaion and Pneutech shall be a wholly owned subsidiary of the Corporation; and
(q) the Subscriber shall have entered into satisfactory inter creditor and subordination agreements with other creditors of the Corporation and the Guarantors. The foregoing conditions are for the exclusive benefit of the Subscriber, provided that or any of the said conditions which may be waived in whole or in part in writing by the Subscriber without prejudice in its sole and arbitrary discretion):
(a) the Subscriber having delivered to the Company a notice in writing stating that the Subscriber has completed a due diligence investigation with respect to the Company;
(b) the Company having delivered to the Subscriber a Deed of Termination in form satisfactory to the Subscriber duly executed by Xxxxxx Private Equity, LLC wherein it is agreed that the agreement between Xxxxxx Private Equity, LLC and the Company dated November 6, 2000 is terminated;
(c) the Company having delivered to the Subscriber an Acknowledgement and Waiver in form satisfactory to the Subscriber duly executed by Xxxxxxxxx Digital, Inc. wherein Xxxxxxxxx Digital, Inc. acknowledges the subscription for shares herein provided for and waives any and all pre-emptive rights that it may have under and pursuant to Section 6 of the Securities Purchase Agreement between Xxxxxxxxx Digital, Inc. and the Company dated December (d) the Company having delivered to the Subscriber an agreement in form satisfactory to the Subscriber duly executed by DDB World Wide Communications Group Inc. ("DDB") wherein DDB agrees to take no further proceedings with respect to Supreme Court of B.C. Action NO. S006438, to withdraw its Notice of Intention to Enforce Security dated December 6, 2000 and to waive all of its rights of rescission in to require the event Company to further pay down its debt to DDB under and pursuant to the letter agreement between the Company and DDB dated October 12, 2000;
(e) the Company having delivered to the Subscriber a legal opinion addressed to the Subscriber and its legal counsel from Xxxxxx & Xxxxxx dated and effective as of the non fulfilment and/or non performance of any other conditions, any such waiver to be binding on the Subscriber only if the same is in writing. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Subscriber shall not be satisfied at the Closing Time, the Subscriber mayDate as to:
(i) refuse to complete the transactions contemplated herein by notice in writing to the Corporation authorized and in such event, the Subscriber and the Corporation shall be released from all obligations hereunder (except for the obligation issued fully diluted capital of the Corporation to pay certain fees Company including options, warrants and expenses as contemplated in Article 16 hereof); orconvertible securities;
(ii) complete the transaction absence of a requirement for shareholder approval for the subscription for the Securities and the acceptance by the Company thereof herein provided for;
(iii) the absence of any restrictions, laws, bylaws, agreements which such law firm is aware, shareholders' resolutions or directors' resolutions which could prohibit, benefit or otherwise encumber, restrict or limit the Company from allotting and issuing the Securities or any other shares as contemplated herein, it being expressly understood and agreed that the Subscriber may rely, notwithstanding such completion, upon the Corporation's representations, warranties, covenants and conditions (unless waived) contained in this Agreement;
(iv) the due authorization, execution and delivery by the Company, and the enforceability in accordance with its terms, of this Agreement.
(v) the due and valid issuance of the Securities;
(vi) the absence of any requirement for further U.S. regulatory approvals with respect to the execution and delivery of this Agreement, the acceptance of the subscription for shares herein provided for by the Company and the issuance by the Company of the Securities;
(f) the obtaining of all regulatory and other approvals required with respect to this Agreement and the transactions contemplated herein;
(g) the Company having approved, and having agreed in writing to implement, the Subscriber's proposed plan of reorganization for the Company and the Company having taken such steps as the Subscriber shall consider necessary prior to the Closing Date to commence the implementation thereof;
(h) the Company having delivered to the Subscriber all documents necessary for the allotment and issuance of the Securities including without limitation:
(i) a certified copy of an authorizing directors resolution of the Company approving this Agreement and the issue and allotment of the Securities to the Subscriber in accordance with the terms and conditions herein;
(ii) certificates representing the Securities in the name of the Subscriber;
(i) the Company having delivered to the Subscriber such other consents approvals, waivers or other documents or instruments as the Subscriber shall require to give the Subscriber good title to the Securities and to enable the Subscriber or its nominee to become the registered holder thereof.
Appears in 1 contract
Subscriber’s Conditions. The obligation of the Subscriber to complete purchase the subscription for Shares from the Debenture and the Warrants Corporation pursuant to this Agreement is subject to fulfilment at the fulfillment as of the Closing Time of the following conditionsconditions precedent:
(a) At the Subscriber shall have received a favourable opinion acceptable to the SubscriberClosing, acting reasonably, dated the Closing Date from counsel to the Corporation and the Subsidiaries, with respect to such matters as the Subscriber may request, acting reasonably, relating to the Corporation and the Subsidiaries and the subscription and issuance of the Debenture and the Warrants. In providing such opinion, counsel may, where appropriate, rely on certificates of senior officers of the Corporation and the Subsidiaries as to factual matters;
(b) at the Closing Time, there shall not have developed, occurred, come into effect or existence any event, action, state, condition or financial occurrence of significant consequence or any law, regulation or policy which in the Subscriber's opinion, acting reasonably, Materially Adversely Affects, or involves, or will Materially Adversely Affect or involve the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries;
(c) all proceedings shall have been taken and all documentation executed in connection with the transactions contemplated by this Agreement shall be satisfactory to the Subscriber;
(d) the representations and warranties of the Corporation and the Subsidiaries contained in Article 6 hereof Section 3 shall be true and correct at the Closing Time with the same effect as if though such representations and warranties had been made at such and as of that time;
(e) the Corporation , and the Subsidiaries shall have performed and complied with all of its material obligations hereunder to be performed at or prior to the Closing Time;
(f) the parties to the Transaction Agreements, other than the Subscriber, shall have executed and delivered such agreements to the Subscriber and, where draft forms of same are annexed hereto, substantially in the form of drafts annexed;
(g) the Subscriber shall be satisfied with the insurance maintained by the Corporation and the Subsidiaries;
(h) the Subscriber shall have received confirmation a certificate to that effect, dated the Closing Date, and signed by an officer of the program expenditures with respect to the use of the proceeds of the sale of the Debenture and the Warrants by the Corporation satisfactory to the Subscriber, acting reasonably;Corporation.
(ib) there shall not be any injunctionSimultaneously with the Closing, order or claim, pending or threatened, respecting the Corporation or its assignee shall have acquired all of the issuance issued and sale outstanding capital stock or other equity interests of, and certain indebtedness of, Xxxxxxx-Xxxxxx, pursuant to the Subscriber of the Warrants;Purchase Agreement.
(jc) Xx. Xxxxxxxx Xxxx Simultaneously with the Closing, various investors shall have entered into an employment contract with the Corporation which shall include confidentiality, non competition and non solicitation provisions, in form and substance satisfactory purchased 1,200,000 shares of Class A Stock pursuant to the Subscriber Participants' Subscription Agreements and its legal counsel;up to 700,000 shares of Class A Stock, 500 shares of Class B Stock and up to 199,501 shares of Class C Stock pursuant to this Agreement and the Other Subscription Agreements, excluding the Participants' Subscription Agreements.
(kd) At the Closing, the Subscriber shall have completed its due diligence and received from Xxxxxxxxx X. Xxxxx, Esq., General Counsel of AEA, an opinion, dated the review and examination by the Subscriber of all informationClosing Date, agreements, documents, books and records of or relating to the Corporation, whether written or oral, has been, in the sole discretion of the Subscriber, completed to the satisfaction of the Subscriber;
(l) the Corporation shall have entered into working capital facilities satisfactory to the Subscriber;
(m) Pneutech shall have paid all outstanding accrued dividends in the amount of $300,000 to Roynat Capital Inc.;
(n) Pneutech shall have retracted all preferred shares in the capital stock of Pneutech held by Roynat Capital Inc.;
(o) Pneutech shall have purchased for cancellation all warrants issued to Roynat Capital Inc. to purchase common shares in the capital of Pneutech in exchange for $1,250,000;
(p) all of the shareholders of Pneutech shall have consented to the amalgamation of Pneutech with 4274458 Canada Inc. pursuant to an Agreement and Plan of Amalgamation where all the shares in Pneutech shall be cancelled and new shares of the Corporation will be issued to the shareholders of Pneutech immediately prior to the amalgamtaion and Pneutech shall be a wholly owned subsidiary of the Corporation; and
(q) the Subscriber shall have entered into satisfactory inter creditor and subordination agreements with other creditors of the Corporation and the Guarantors. The foregoing conditions are for the exclusive benefit of the Subscriber, provided that any of the said conditions may be waived in whole or in part by the Subscriber without prejudice to its rights of rescission in the event of the non fulfilment and/or non performance of any other conditions, any such waiver to be binding on the Subscriber only if the same is in writing. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Subscriber shall not be satisfied at the Closing Time, the Subscriber mayeffect that:
(i) refuse to complete The Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority for the transactions contemplated herein by notice in writing to the Corporation and in such event, the Subscriber and the Corporation shall be released from all obligations hereunder (except for the obligation of the Corporation to pay certain fees and expenses as contemplated in Article 16 hereof); orthis Agreement;
(ii) complete The Shares to be issued hereunder, when they shall have been issued and sold pursuant to this Agreement, will have been validly issued and will be outstanding, fully paid and nonassessable;
(iii) The Corporation has the transaction contemplated full power and authority to enter into this Agreement, to issue and deliver the Shares and to incur and perform the obligations to be incurred and performed by it, all as provided for herein;
(iv) This Agreement has been duly authorized by the Corporation and has been duly executed and delivered by it and, it being expressly understood assuming due authorization, execution and agreed delivery of this Agreement by the Subscriber, is a legal, valid and binding obligation of it, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable principles and except that no opinion is expressed with respect to indemnification for securities law liabilities;
(v) Based upon the Subscriber may rely, notwithstanding such completion, upon representations contained herein and information furnished by the Corporation and by subscribers to the Corporation's representationsstock, warrantiesit is not necessary, covenants in connection with the offer, sale and conditions (unless waived) contained in delivery of the Shares pursuant to this Agreement, to register the Shares under the Securities Act as then in effect;
(vi) The execution and performance of the Agreement does not, and the issuance by the Corporation of the Shares will not, either with the giving of notice or lapse of time or both, violate the Restated Certificate of Incorporation or the By-Laws of the Corporation or any agreement or instrument, known to such counsel, by which it is bound and will not result in the creation of any encumbrance or charge upon any of its assets; and
(vii) To the knowledge of such counsel, there is no action, proceeding or investigation pending or threatened against the Corporation or any of its properties or assets.
Appears in 1 contract
