The Lender. We can choose to assign or transfer any of our rights or obligations under this Agreement without your or the Guarantor’s specific consent, and each of our assignees and transferees has the same rights against you and the Guarantor under the Relevant Documents as if it were named in this Agreement as the Lender.
The Lender the Borrower and Lender have formally executed a equity pledge contract (the “Share Pledge Agreement”), by virtue of which the Borrower agrees to pledge all its equity in the Borrower’s Company to the Lender.
The Lender. Each Obligor agrees that the Lender may transfer all or any of its rights to obligations under this Agreement and Collateral Documents to any person who the Lender reasonably believes can perform all of its obligations under this Agreement without the need for any further consent from any Obligor. Each such transferee is to have the same rights and obligations against each Obligor under this Agreement and the Collateral Documents (or a proportion of those rights and obligations if it is the transferee of part only) as if it was a party to this Agreement and the Collateral Documents in place of the Lender.
The Lender and the Borrower jointly agree and confirm that the Borrower shall refund the loan only by transferring all of Borrower's equity in the Borrower's Company to the Lender or other (legal person or natural person) designated by the Lender.
The Lender. (i) if a natural person, represents that the Lender has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement, the Warrant Agreement and the Security Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof (collectively referred to herein as the "SUBSCRIPTION DOCUMENTS");
(ii) if a corporation, partnership, limited liability company or partnership, association, joint stock company, trust, unincorporated organization or other entity, either such entity was not formed for the specific purpose of acquiring the Note, the Warrants and the Conversion Shares or all of the equity owners of such entity meet the requirement of at least one of the suitability standards for an "accredited investor" as set forth on the Accredited Investor Certification contained herein, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver the Subscription Documents and all other related agreements or certificates and to carry out the provisions hereof and thereof and to acquire and hold the Note, the Warrants and the Conversion Shares, the execution and delivery of the Subscription Documents have been duly authorized by all necessary action, the Subscription Documents have been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; and
(iii) if executing this Subscription Agreement in a representative or fiduciary capacity, the undersigned has full power and authority to execute and deliver the Subscription Documents in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, limited liability company or limited liability partnership, or other entity for whom the undersigned is executing the Subscription Documents, and such individual, xxxx, partnership, trust, estate, corporation, limited liability company or partnership, or other entity has full right and power to perform pursuant to the Subscription Documents and make an investment in the Company, and that the Subscription Documents constitute legal, valid and binding obligations of such entity.
The Lender. SIGNED by )
The Lender. The Lender hereby represents, warrants and undertakes that:
(i) it is duly authorised and empowered to perform its duties and obligations under this Agreement;
(ii) it has valid title to the Borrowed Shares to be lent by it under this Agreement and the legal right and power to lend, and deliver such Borrowed Shares in accordance with the terms of this Agreement;
(iii) the Borrowed Shares will be delivered by the Lender to the Company, at the Company’s direction, free and clear of any security interest, claims, liens, equities and other encumbrances; and
(iv) it will not sell any of the Borrowed Shares lent by it under this Agreement while the shares are being borrowed by the Company.
The Lender. You agree that we can assign or transfer any of our rights or obligations under this Agreement and each other Relevant Document without your further specific consent (and, to the fullest extent permitted by law, without notice), and each of our assignees and transferees has the same rights against you under the Relevant Documents as if it were named in this Agreement as the Lender.
The Lender. The Lender may assign or transfer all or part of its rights, powers, discretions, remedies and obligations under this deed without the consent of the Guarantor. Each assignee or transferee is to have the same rights, powers, discretions and remedies (as applicable) against the Guarantor under this deed (or a proportion if it is the assignee or transferee of part only) as if named in this deed as the Lender.
The Lender. SIGNED by ) /s/ Authorized Signatory
