Warranties and Covenants of the Company. (a) In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that the Warrant Shares, when issued, sold, and delivered in accordance with the terms of the Warrants for the consideration expressed therein, will be (i) duly and validly issued, fully paid and nonassessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof, and (iii) based in part upon the representations and warranties of the Holders in this Warrant, will be issued in compliance with all applicable federal and state securities laws.
(b) The Company covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.
(c) In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the Holder, at least 10 days prior to the date of such record, a notice specifying the date on which such record is to be taken for the purpose of such dividend or distribution.
Warranties and Covenants of the Company. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. The Company has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.
Warranties and Covenants of the Company. The Company represents and warrants to, and agrees with, the Advisor as follows:
Warranties and Covenants of the Company. The Company hereby represents and warrants to Lender that as of the date of this Agreement and as of the Closing Date, except as set forth on a Schedule of Exceptions furnished to Lender, specifically identifying the relevant subparagraph(s) hereof, which exceptions will be deemed to be representations and warranties as if made hereunder:
Warranties and Covenants of the Company. As a material inducement of Subscriber to enter into this Subscription Agreement and subscribe for the Warrants, the Company represents and warrants to Subscriber, as of the date hereof, as follows:
Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser that:
Warranties and Covenants of the Company. Except as set forth on the Schedule of Exceptions attached hereto as EXHIBIT I, the Company hereby represents, warrants and covenants to each Purchaser that:
Warranties and Covenants of the Company. The Company hereby represents and warrants to the Subscriber as follows:
Warranties and Covenants of the Company. Except as otherwise described in the Company's filings with the Securities and Exchange Commission (the "SEC") since December 31, 2001 (the "SEC Documents"), in the Company's press releases since December 31, 2001, and in any operational, managerial and other information regarding the Company provided to or reviewed by any Investor in connection with any Board of Directors meeting or in due diligence meetings with the Company or provided as due diligence materials by the Company (the "Proprietary Information") disclosed by the Company to the Investors in contemplation of this offering, including the documents incorporated by reference therein (the SEC Documents, press releases and the Proprietary Information are collectively referred to herein as the "Company Information"), which qualify the following representations and warranties in their entirety, the Company hereby represents and warrants to, and covenants with, the Investors, as follows:
Warranties and Covenants of the Company. As of the date and time of the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company represents, warrants and covenants to the Selling Agent, other than as disclosed in any of its filings with the SEC, that:
