REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser hereby represents and warrants to Company, and covenants with Company, severally and not jointly, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a material inducement to the Company to enter into this Agreement and issue and sell the Founding Director Warrants to the Purchasers, the Purchasers hereby severally represent, warrant and covenant to the Company (which representations, warranties and covenants shall survive the Closing) that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser hereby represents, warrants and covenants to the Company as follows with respect to itself:
(a) The Purchaser (i) is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Act, (ii) is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in equity securities representing an investment decision like that involved in the purchase of its Shares, including investments in securities issued by the Company, and (iii) has requested, received, reviewed and considered all information it deems relevant in making a fully informed investment decision to purchase its Shares. The Purchaser has, in connection with its decisions to purchase its Shares, relied solely upon the SEC Reports and the representations and warranties of the Company contained in this Agreement.
(b) The Purchaser is acquiring its Shares for its account for investment purposes only. The Purchaser has no present intention of distributing such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of Section 2(11) of the Act, other than as contemplated in this Agreement.
(c) The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of its Shares, except in compliance with the Act and the Commission's rules and regulations promulgated thereunder ("Rules and Regulations"), including, in the event of any resale under the Resale Shelf Registration Statement, the methods of resale set forth in the Resale Shelf Registration Statement and the prospectus delivery requirements under the Act.
(d) The Purchaser has full power, legal right, capacity and authority to enter into, execute and deliver this Agreement and to carry out the transactions contemplated hereby.
(e) This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against it or him in accordance with its terms.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. The undersigned Purchasers hereby represent and warrant to the Company, severally and not jointly, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Purchasers hereby represents and warrants to Eastgate that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser represents, warrants and covenants to Issuer, with respect to itself only and not the other Purchasers, as follows:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. (i) Purchasers will have performed and satisfied in all material respects each of its covenants and obligations set forth in this Agreement and under the other Transaction Documents required to be performed and satisfied by it on or prior to the Closing Date; (ii) each of the representations and warranties set forth in Section 3.1 (Organization and Qualification) and Section 3.2 (Authority) will have been true and correct in all respects as of the date of this Agreement and at and as of the Closing with the same force and effect as if made as of the Closing; (iii) each of the representations and warranties of the Purchasers contained in this Agreement or in any other Transaction Documents will have been true and correct in all material respects as of the date of this Agreement and at and as of the Closing (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date) with the same force and effect as if made as of the Closing or such other date; and (iv) the Company shall have received a certificate signed by a duly authorized representative of each Purchaser affirming that the conditions in Section 5.2(a)(i)-(iii) have been satisfied.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. As a material inducement to the Company to enter into this Agreement and issue and sell the Insider Warrants to the Purchasers, each Purchaser hereby severally and not jointly represents, warrants and covenants to the Company (as to himself, herself or itself only) that:
A. Capacity and State Law Compliance. Such Purchaser, if an individual, is over the age of 21 years with the legal capacity to execute and perform the obligations imposed on such Purchaser hereunder. If such Purchaser is an entity, (i) it is a corporation, limited liability company, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of such Purchaser, and (ii) the execution, delivery and performance of this Agreement by such Purchaser will have been duly authorized by such Purchaser as of Closing. To such Purchaser’s knowledge, such Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Insider Warrants is permitted under applicable securities laws. Such Purchaser understands and acknowledges that the purchase of Common Stock upon exercise of the Insider Warrants may require the registration of such Common Stock under Federal and/or state securities laws or the availability of an exemption from such registration requirements.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASERS. Each Purchaser hereby severally and not jointly, represents and warrants to the Company, effective as of the Closing Date, as follows:
