Company Representation Contract Clauses (112)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Company Representation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder that: (a) The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) This Agreement has been duly authorized, executed and delivered by the C...ompany and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries or constitute a default under (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents of the Company's subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. View More
Found in BioScrip, Inc. contract
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Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers that: (a) The Company is a corporation duly incorporated organized and validly existing under the laws Laws of the State of Delaware. Maryland. The Company has the requisite all necessary corporate power and corporate authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder and to consummate the transactions ...contemplated hereby. All consents, approvals, authorizations and orders necessary for the execution and delivery by the Company of this Agreement, and for the purchase of the Repurchase Shares by the Company hereunder, have been obtained. (b) The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by each of the Sellers, constitutes a legal, valid and binding agreement obligation of the Company, enforceable against the Company enforceable in accordance with its terms, except to the extent that enforcement thereof such enforceability (i) may be limited by bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and other similar state or federal laws, common law, statutes, ordinances, codes, rules or regulations or other laws similar requirement enacted, adopted, promulgated, or applied by any governmental authority ("Laws") of general application affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the "Bankruptcy and Equity Exception"). (c) Neither the execution and delivery of this Agreement nor the consummation by general equitable principles. (c) The the Company of the transactions contemplated hereby, nor performance or compliance by the Company with this Agreement and the consummation any of the transactions herein contemplated terms or provisions hereof, will not (i) conflict with, result in a breach with or violation violate any provision of (A) the Company's organizational documents or imposition (B) the similar organizational documents of any lien, charge of the Company's subsidiaries or encumbrance upon (ii) (x) violate any property 2 Law or assets outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority ("Judgments") applicable to the Company or any of its subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under (i) any of the terms or provisions of any loan or credit agreement, indenture, contract, lease, debenture, note, bond, mortgage, deed of trust, note agreement, loan agreement lease, sublease, license, contract or other agreement, obligation, condition, covenant or instrument agreement (each, a "Contract") to which the Company or any of its subsidiaries is a party or by which accelerate the Company or Company's or, if applicable, any of its subsidiaries is bound or subsidiaries' obligations under any such Contract. (d) Both immediately prior to which any of and after giving effect to the property or assets of Repurchase, (i) the Company or any of and its subsidiaries is subject, shall be Solvent (as defined below) and (ii) any provision of the Amended fair value and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or organizational documents present fair saleable value of the Company's subsidiaries or (iii) any statute, law, order, rule, regulation, judgment or decree assets exceed its total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) by an amount that exceeds the Company's statutory capital. For purposes of any court, regulatory body, administrative agency or governmental agency or body, arbitrator or other authority having jurisdiction over this Agreement, the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), term "Solvent" means that, as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the financial position, stockholders' equity or results applicable time of operations of determination, the Company and its subsidiaries, taken as a whole, in (A) are able to pay their respective debts as they become due; (B) own property which has a fair saleable value greater than the case of each such clause, after giving effect amounts required to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as pay their respective debts (including a reasonable estimate of the date amount of this Agreement; all contingent liabilities); and (C) have adequate capital to carry on their respective businesses. No transfer of property is being made and no consent, approval, authorization, order, registration or qualification of or obligation is being incurred in connection with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or its subsidiaries. (e) The Company will have makes no representations or warranties, express or implied, about the Repurchase, the Conversion, the Company or otherwise, except as of expressly set forth in this Section 2, and the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder Sellers expressly disclaim reliance on the terms and conditions contained herein. any such other representations or warranties. View More
Found in NCR Corp contract
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the Repurchase Shares to be purchased by the Company hereunder, have been obtained; and the Company has full right, power and authority to enter into this Agreement and to purchase and rec...eive the Repurchase Shares to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's subsidiaries (iii) violate any applicable statute or (iii) any statute, law, order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, whole or the ability of the Company to consummate the Repurchase, in the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. View More
Found in Syneos Health contract
Company Representation. In connection with the transactions contemplated hereby, the Company represents and warrants to the Selling Stockholder Sellers as of the Initial Closing Date and each Option Closing Date, as the case may be, that: (a) All consents, approvals, authorizations and orders necessary for the execution, delivery and performance by the Company of this Agreement and for the purchase and receipt of the applicable Purchased Equity Interests to be purchased by the Company hereunder, have been obtained; and... the Company has full right, power and authority to enter into this Agreement and to purchase and receive the applicable Purchased Equity Interests to be purchased by the Company hereunder. (b) The Company is a corporation duly incorporated organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) (c) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors' rights or by general equitable principles. (c) Company. 4 (d) The compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with, with or result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company material terms or its subsidiaries provisions of, or constitute a default under (i) the terms of any material indenture, contract, lease, material mortgage, material deed of trust, note agreement, material loan agreement or other agreement, obligation, condition, covenant material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any provision of the Amended and Restated Certificate certificate of Incorporation incorporation or Amended and Restated Bylaws by-laws, or other organizational documents, as applicable, of the Company or organizational documents of the Company's its subsidiaries or (iii) violate any statute, law, applicable statute or any order, rule, regulation, judgment rule or decree regulation of any court, regulatory body, administrative agency court or governmental agency or body, arbitrator or other authority body having jurisdiction over the Company or any of its subsidiaries or any of their properties; except, in the case of clauses (i) (i), (ii) and (iii), as would not impair in any material respect the consummation of the Company's obligations hereunder or reasonably be expected to have a material adverse effect on the business, management, financial position, stockholders' equity position or results of operations of the Company and its subsidiaries, taken as a whole, in whole or the case of each such clause, after giving effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as ability of the date of this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of to consummate the transactions contemplated by this Agreement. (d) The Company will have as of the Closing sufficient cash available to pay the Purchase Price to the Selling Stockholder on the terms and conditions contained herein. View More
Found in Definitive Healthcare Corp. contract
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Company Representation. The Company represents and warrants to the Lender as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this Note is within the power of the Company and has been duly authorized by all necessary actions on the part of the Comp...any. The Note constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general 2 principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this Note do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset, or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license, or authorization applicable to the Company, its business, or operations. (d) No consents or approvals are required in connection with the performance of this Note, other than any qualifications or filings under applicable securities laws. View More
Found in Eventbrite, Inc. contract
Company Representation. The Company represents and warrants to the Lender as follows: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this Note Safe is within the power of the Company and has been duly authorized by all necessary actions on the part of... the Company. The Note Company (subject to section 3(d)). This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general 2 principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this Note Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; Company, (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; bound, or (iii) result in the creation or imposition of any lien upon on any property, asset, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license, license or authorization applicable to the Company, its business, business or operations. operations, subject to any applicable consents or approvals contemplated in Section 5(d) below. -4- (d) No consents or approvals are required in connection with the performance of this Note, Safe, other than than: (i) the Company's corporate and bank approvals; (ii) any qualifications or filings under applicable securities laws. laws; and (iii) necessary corporate approvals for the authorization of Common Stock issuable pursuant to Section 1. View More
Found in Backblaze, Inc. contract
Company Representation. The Company represents and warrants to the Lender as follows: (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the its state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this Note Safe is within the power of the Company and has been duly authorized by all necess...ary actions on the part of the Company. The Note This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general 2 principles of equity. To its knowledge, the knowledge of the Company, it Company is not in violation of (i) its current certificate of incorporation formation or bylaws, limited liability company operating agreement, (ii) any material statute, rule or regulation applicable to the Company Company, or (iii) any material indenture debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this Note Safe do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; Company, (ii) result in the acceleration of any material indenture debt or contract to which the Company is a party or by which it is bound; bound, or (iii) result in the creation or imposition of any lien upon on any property, asset, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license, license or authorization applicable to the Company, its business, business or operations. -3- - (d) No consents To its knowledge, the Company owns or approvals are required in connection with possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the performance of this Note, other than any qualifications or filings under applicable securities laws. rights of, others. View More
Found in FlexEnergy Green Solutions, Inc. contract
Company Representation. The Company represents and warrants to the Lender as follows: (a) The Company is a corporation BVI business company duly organized, incorporated, validly existing and in good standing under the laws of the state of its incorporation, British Virgin Islands and has the power and authority to own, lease lease, and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this Note Agreement is within the power of the Company an...d has been duly authorized by all necessary actions on the part of the Company. The Note This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general 2 principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this Note Agreement do not and will not: (i) to the knowledge of the Company, violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license, license or authorization applicable to the Company, its business, business or operations. (d) No consents or approvals are required in connection with the performance of this Note, Agreement, other than than: (i) the Company's corporate approvals; (ii) to the knowledge of the Company, any qualifications or filings under applicable securities laws. laws; and (iii) necessary corporate approvals for the authorization of Tokens to be delivered pursuant to Section 1(a). View More
Found in ROCKETFUEL BLOCKCHAIN, INC. contract
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Company Representation. The Company hereby represents and warrants to the Grantee that: 9.1. the Company, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions contemplated hereunder; and 9.2. the Option Shares, when issued and delivered by the Company to the Grantee in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.
Found in PAVmed Inc. contract
Company Representation. The Company hereby represents and warrants to the Grantee that: 9.1. 10.1. the Company, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions contemplated hereunder; and 9.2. 6 10.2. the Option Restricted Shares, when issued and delivered by the Company to the Grantee in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.
Found in Lucid Diagnostics Inc. contract
Company Representation. The Company hereby represents and warrants to the Grantee Employee that: 9.1. 10.1. the Company, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions contemplated hereunder; and 9.2. 10.2. the Option Shares, when issued and delivered by the Company to the Grantee Employee in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.
Found in Long Blockchain Corp. contract
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Company Representation. The Company hereby represents and warrants to the Holder that: (a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance of this Agreem...ent by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject. (b) The Class A Ordinary Shares to be issued by the Holder pursuant to this Agreement shall be free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 2(c) hereof. (c) The Company has not disclosed to the Holder material non-public information with respect to the Company. View More
Found in Vector Acquisition Corp II contract
Company Representation. The Company hereby represents and warrants to the Holder that: (a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. The execution, delivery and performance of this Agreem...ent by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject. (b) The Class A Ordinary Shares to be issued by the Holder Company pursuant to this Agreement Agreement, when issued to the Holder, shall be (i) duly authorized, validly issued, fully paid and non-assessable shares and (ii) free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the transfer restrictions referred to in Section 2(c) hereof. laws. (c) The Company has not disclosed to the Holder material non-public information with respect to the Company. (d) No Pending Actions. There is no action pending against the Company or, to the Company's knowledge, threatened against the Company, before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay the performance by the Company of its obligations under this Agreement. 3 (e) No General Solicitation. The Company has not offered the shares to be issued in the Share Issuance by means of any general solicitation or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. View More
Found in Worldwide Webb Acquisition Corp. contract
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