Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date:
Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing Date:
(a) Organization, etc. The Purchaser has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, and has full corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof and thereof.
Warranties of the Purchaser. 5.1 The Purchaser warrants to the EBT Sellers that:
(a) the Purchaser is a corporation validly existing and in corporate good standing under the laws of the State of Delaware. The Purchaser has all requisite corporate power and authority to carry on the businesses in which it is currently engaged and to own and use the properties owned and used by it. The Purchaser has furnished to the Company complete and accurate copies of its certificate of incorporation and by-laws. The Purchaser is not in default under or in violation of any provision of its certificate of incorporation or by-laws;
(b) the authorised capital stock of the Purchaser (as of the date of this agreement) consists of 72,500,000 shares of Common Stock, $0.001 par value per share, of which 4,575,993 shares are issued and outstanding and no shares are held in the treasury of the Company, (ii) 545,046 shares of Series A Preferred Stock, $0.001 par value per share, all of which are issued and outstanding; (iii) 9,408,742 shares of Series B Preferred Stock, $0.001 par value per share, all of which are issued and outstanding; (iv) 5,714,998 shares of Series C Preferred Stock, $0.001 par value per share, all of which are issued and outstanding; (v) 10,117,134 shares of Series D Preferred Stock, $0.001 par value per share, all of which are issued and outstanding; (vi) 6,497,389 shares of Series E Preferred Stock, $0.001 par value per share, all of which are issued and outstanding; and (vii) 16,285,000 shares of Series F Preferred Stock, $0.001 par value per share, of which 14,297,694 are issued and outstanding;
(c) all of the issued and outstanding shares of capital stock of the Purchaser have been duly authorized and validly issued and are fully paid and nonassessable. All of the issued and outstanding shares of capital stock of the Purchaser have been offered, issued and sold by the Purchaser in compliance with all applicable federal and state securities laws;
(d) immediately after Completion, the Consideration Shares shall, together with the Principal Consideration Shares, represent 13.6 per cent. of the outstanding capital stock of the Purchaser, calculated on a common stock equivalent basis (assuming conversion of all outstanding preferred stock, but excluding any outstanding warrants or options);
(e) immediately following Completion, the Consideration Warrants shall, together with the Principal Consideration Warrants, represent the right to purchase (upon the terms thereof) in the aggregate a n...
Warranties of the Purchaser. 4.1 The Purchaser warrants to the Seller as at the date of this agreement that:
(a) it is duly incorporated and validly existing under the laws of England and Wales;
(b) it has the power and authority to execute and deliver this agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the performance of such obligations;
(c) this agreement constitutes legal, valid and binding obligations of the Purchaser in accordance with their respective terms;
(d) this agreement has been duly executed and delivered by the duly-authorised representatives of the Purchaser;
4.2 Each of the warranties set out in clause 4.1 above is separate and independent, is not limited by reference to any other warranty.
Warranties of the Purchaser. The Purchaser warrants to the Seller that the statements contained in this Section 3.2 are true, accurate and not misleading as of the date of this Agreement and will be true, accurate and not misleading as of the Closing Date (and to that end shall be deemed repeated again at such date, as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.2).
(i) Organization of the Purchaser. The Purchaser is an open joint stock company duly organized and validly existing under the laws of the jurisdiction of its incorporation.
Warranties of the Purchaser. The Purchaser represents, warrants and undertakes to the Company and the Vendor that each of the following statements is at the date of this Agreement, and shall at Completion be, true and accurate and not misleading:
8.9.1 the Purchaser is an entity duly organised and validly existing under the laws of its jurisdiction of incorporation or establishment;
8.9.2 subject to Clause 4.1, the Purchaser has the legal right and full power and authority to enter into and perform this Agreement and any other Transactions Documents to which it is a party, which when executed shall constitute valid and binding obligations on it, in accordance with their respective terms;
8.9.3 subject to Clause 4.1, the execution, delivery and performance of this Agreement and any other Transactions Documents to which the Purchaser is a party has been duly authorised and approved by all necessary corporate (or equivalent) action and no other corporate (or equivalent) approval is required by it;
8.9.4 subject to Clause 4.1, the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and any other Transactions Documents to which it is a party shall not (a) result in a breach of (i) any provision of its constitutional documents; or (ii) any law, regulation, order, judgment or decree applicable to it; or (b) require any consent or approval of any Governmental Authority;
8.9.5 subject to Clause 4.1 and Completion, the Redeemable CPS to be issued to the Vendor and the InnoMed Owner pursuant to this Agreement shall, on Completion be duly authorised and upon issue, shall be validly allotted, issued, and fully paid up and free from all Encumbrances;
8.9.6 subject to Clause 4.1, Completion and subject to the terms of this Agreement, the Redeemable CPS issued to the Vendor and the InnoMed Owner shall be capable of being converted into ordinary shares of the Purchaser which shall be listed and can be dealt with on the Stock Exchange; and
8.9.7 the Purchaser is not in breach of any rules, regulations or requirements of the Stock Exchange or its listing agreement made with the Stock Exchange (and, without limiting the foregoing, all announcements, other disclosures, registrations and filings required to be made by the Purchaser under or in accordance with any such rules, regulations or requirements, or pursuant to such listing agreement, have been duly made); the Purchaser has complied and will comply with all other applicable rules, regulations and ...
Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows:
Warranties of the Purchaser. The Purchaser makes to the Seller the warranties set forth in this Article 8 as of the date hereof and as of the Closing Date.
Warranties of the Purchaser. Except as set forth in the Purchasers Disclosure Letter, the Purchasers jointly and severally represent and warrant to the Sellers, as at the Signature Date and at the Closing Date, as follows:
Warranties of the Purchaser. The Purchaser hereby warrants to the Company that as of the Closing hereunder:
(a) The Purchaser has full power and authority to enter into this Agreement. All necessary corporate or other proceedings, votes, resolutions and approvals relating to the purchase of the Shares hereunder have been completed by the Purchaser. Upon execution, this Agreement will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) The Shares will be acquired for investment for the Purchaser’s own account or for the account of funds under management, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same except in compliance with applicable U.S. securities laws. The purchase of the Shares hereunder complies with applicable UK laws.
(c) The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
(d) The Purchaser is an experienced investor in securities of companies in the development stage, can bear the economic risk of its investment, including a total loss, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares. The Purchaser has conducted its own due diligence review of the Company and received copies or originals of all documents it has requested from the Company.
