Representations, Warranties and Covenants of the Company. The Company represents and warrants to, and agrees with, Subscriber that:
Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement Agent as of the date hereof, and as of each Closing Date, as follows:
Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:
Representations, Warranties and Covenants of the Company. The Company represents and warrants to, and agrees with, Holder as of the date hereof and as of the date of any exercise hereof that:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) The Company has the corporate power and authority to, (i) execute, issue, and deliver this Warrant, (ii) issue and deliver the Shares issuable upon exercise of this Warrant and (iii) perform any other obligations under this Warrant.
(c) The Warrant has been duly authorized and validly issued and is not subject to any preemptive rights and is a valid and binding obligation of the Company, enforceable against the Company in accordance with the terms hereof.
(d) The Warrant Shares issuable upon exercise of this Warrant have been duly authorized, reserved for issuing and, when and if issued upon such exercise in accordance with this Warrant, will be validly issued, fully paid and nonassessable.
(e) The issuance of the Warrant does not, and the issuance of the Warrant Shares upon exercise of the Warrant will not, conflict with (i) the Company’s Certificate of Incorporation, (ii) the Bylaws, (iii) the Stockholders Agreement (iv) any other agreement between the Company and its shareholders or (iv) any applicable laws. The issuance of the Warrant is not, and the issuance of the Warrant Shares upon exercise of the Warrant will not be, subject to any preemptive rights under (i) the Company’s Certificate of Incorporation, (ii) the Bylaws, (iii) the Stockholders Agreement, (iv) any other agreement between the Company and its shareholders or (v) any applicable laws.
(f) Assuming the truth and accuracy of Holder’s representations and warranties contained in Section 15.1, the issuance of this Warrant and the issuance of Warrant Shares pursuant to this Warrant are exempt from the registration and prospectus delivery requirements of the Securities Act.
(g) The Company agrees that neither it nor any Person acting on its behalf has offered or will offer this Warrant or the Warrant Shares or any part thereof or any similar securities for issue or sale to, or has solicited or will solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of this Warrant or the Warrant Shares hereunder within the provisions of the registration and prospectus delivery requirements of the Securities Act.
Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser, as of the date hereof, as follows:
Representations, Warranties and Covenants of the Company. Upon the execution of the applicable Terms Agreement, the Company represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date (unless otherwise specified) as follows:
(a) (i) A registration statement on Form S-3 (Nos. 333-130862, 000-000000-00 and 333-130862-02), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the offering of notes as described therein from time to time in accordance with Rule 415 under the Act has been filed with the Commission (which may have included one or more preliminary prospectuses and prospectus supplements meeting the requirements of Rule 430 of the Act) and such registration statement, as amended, has become effective; such registration statement, as amended, and the prospectus relating to the sale of the Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act), are respectively referred to herein as the “Registration Statement” and the “Prospectus”; provided that a supplement to the Prospectus prepared pursuant to Section 7(a) of this Agreement shall be deemed to have supplemented the Prospectus only with respect to the offering of the Notes to which it relates; and the conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement;
(ii) As of the Closing Date, the Registration Statement, the Preliminary Prospectus and the Prospectus, except with respect to any modification to which the Representatives have agreed in writing, shall be in all substantive respects in the form furnished to the Representatives before such date or, to the extent not completed on such date, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus that has previously been furnished to the Representatives) as the Company has advised the Representatives, before such time, will be included or made therein;
(iii) On the effective date of the Registration Statement, the Registration Statement conformed in all material respects with the applicable requirements of the Act and the Rules and Regulations, ...
Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to the Purchaser as follows:
Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to the Investor that:
Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Underwriter, as of the date hereof, and as of each Closing Date, except as set out in the Registration Statement, as follows:
Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants as follows:
