(iii) This Amendment is its valid and binding agreement, enforceable against it in accordance with its terms.
(iv) Neither the execution and delivery of this Amendment, nor the consummation of the transactions contemplated hereby, will violate, result in a breach of any of the terms or provisions of, constitute a default (or any event that, with the giving of notice or the passage of time or both would constitute a default) under, accelerate any obligations under, or conflict with, (i) its charter, articles or certificate of incorporation, partnership agreement or bylaws (or other organizational documents), if applicable, or any agreement, indenture or other instrument to which it is a party or by which it or its properties are bound, (ii) any judgment, decree, order or award or any court, governmental body or arbitrator to which it is subject or (iii) any law, rule or regulation applicable to it.
(b) Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Holder that:
(i) The Warrant, as amended by the Modified Exercise Term, is duly authorized and is validly issued and free from all taxes, liens and charges created by the Company with respect to the issue thereof. As of the date hereof, the Company has duly authorized and reserved for issuance a number of shares of Common Stock which equals the number of Warrant Shares issuable upon exercise of the Warrant (the Warrant Shares). Upon exercise in accordance with the Warrants, the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
(ii) The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other person, including, without limitation, any other security holders of the Company, in order for it to execute, deliver or perform any of its obligations under or contemplated by this Amendment. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Trading Market and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.
(iii) The Company is current in its filings of all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended.
(iv) The Company confirms that neither it nor any other person acting on its behalf has provided the Holder or their agent or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company. The Company is not aware of the occurrence of any significant events that would reasonably be likely to have a material negative impact on the Companys business and operations or the ability of the Holder to sell any of the Warrant Shares.
(a) Holder represents that it is the sole legal and beneficial owner of the Warrant.