Representations and Warranties of the Company Contract Clauses (3,414)

Grouped Into 45 Collections of Similar Clauses From Business Contracts

This page contains Representations and Warranties of the Company clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State of Nevada. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, and when executed and delivered by the Company, this Agreement will constitute legal, valid and binding agreements of the Company enforceable against... the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Found in IDEANOMICS, INC. contract
View All 15 Similar Clauses
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. (b) Due Authorization, Enforcement Authorization and Valid Issuance. Enforcement. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, vali...d and binding agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Valid Issuance. The Shares have been duly authorized and, when issued and paid for in connection with the execution of the Extensions in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) nonassessable, subject to the terms of the Company's Amended and Restated Articles of Incorporation in the form attached as Exhibit A hereto (the "Articles"), and no preemptive rights will exist with respect to any of the Shares or the issuance and sale thereof. (e) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Found in FTE Networks, Inc. contract
Representations and Warranties of the Company. The Company represents and warrants to each Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State state of Nevada. Delaware. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and bindin...g agreements of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. (c) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Found in Enochian Biosciences Inc contract
Representations and Warranties of the Company. The Company represents and warrants to Subscriber that: (a) Organization. The Company is organized and validly existing in good standing under the laws of the State of Nevada. (b) Due Authorization, Enforcement and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Subscription Agreement, and when executed and delivered by the Company, this Subscription Agreement will constitute legal, valid and binding agreements of the C...ompany enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Subscription Agreement, will be duly and validly issued, fully paid and nonassessable. 4 (c) Noncontravention. The execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default under (i) any material agreement to which the Company is a party or by which it or any of its properties are bound or (ii) the organizational documents of the Company. View More
Found in IDEANOMICS, INC. contract
View Examples
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to the Company, any provision ...of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); (e) the Company is not in possession of any material nonpublic information regarding the Company or its common stock; (f) the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million; and (g) the Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act. View More
Found in InterDigital Inc. contract
View All 12 Similar Clauses
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company (a)it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such (b)such execution, delivery and performance by the Company of this Agreement do not violate or conflict with an...y law applicable to the Company, it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) all (c)all governmental and other consents that are required to have been obtained by the Company it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's (d)its obligations under this Agreement constitute constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); (e) (e)it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act; (f)on the date hereof, the Company is not in possession and will not be "insolvent" (as such term is defined under Section 101(32) of any material nonpublic information regarding the Company or its common stock; (f) the Bankruptcy Code); (g)the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 USD 50 million; (h)each of it and (g) the Company its affiliates is not entering into this Agreement to create actual in possession of any material nonpublic information regarding Company or apparent trading activity its common stock; and (i)it (A) is not on the date hereof, engaged in a distribution, as such term is used in Regulation M under the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price Exchange Act ("Regulation M"), of the Shares (or or any security convertible into securities deemed "reference securities" (as defined in Regulation M) with respect to the Shares and (B) shall not engage in any such distribution during the period commencing on the date hereof and ending on the second Exchange Business Day immediately following the date hereof with respect to the Shares or exchangeable for such reference securities, unless it notifies Dealer, on the Shares) or otherwise in violation day immediately preceding the first day of the Exchange Act. "restricted period" (as defined in Regulation M) of any such distribution, and of completion of such restricted period on the date such distribution is concluded; provided that, in connection with the notification with respect to the completion of the restricted period, it shall be deemed to repeat the representations contained in paragraphs (e) and (h) of this Section 5. View More
Found in Invacare Corporation contract
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to the Company, any provision ...of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by the Company with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); (e) each of the Company and its affiliates is not in possession of any material nonpublic information regarding the Company or its common stock; (f) the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer broker- dealer in writing; and (C) has total assets of at least $50 million; and (g) the Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Securities Exchange Act. Act of 1934, as amended (the "Exchange Act"); Restricted ‐ External (h) the Company is an "eligible contract participant" (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act); (i) the Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an "investment company" as such term is defined in the Investment Company Act of 1940, as amended; (j) the Company agrees that on each day during the Hedge Unwind Period, the Shares shall not be subject to a "restricted period," as such term is defined in Regulation M under the Exchange Act and that the Company shall not engage in any "distribution," as such term is defined in Regulation M under the Exchange Act, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M under the Exchange Act, until the second Exchange Business Day immediately following the last day of the Hedge Unwind Period; (k) the Company agrees that on each Scheduled Trading Day during the Hedge Unwind Period, neither the Company nor any "affiliated purchaser" (as defined in Rule 10b-18 of the Exchange Act) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share); and (l) the Company agrees that prior to the date hereof it has notified Dealer of the total number of Shares, if any, purchased by or for the Company or any of its affiliated purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Exchange Act) pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the date hereof. View More
Found in Enphase Energy, Inc. contract
Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that: (a) the Company it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize authorise such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to the Company, i...t, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been obtained by the Company it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (d) the Company's its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and (e) the Company each of it and its affiliates is not in possession of any material nonpublic information regarding the Company or its common stock; (f) the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million; and (g) the Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act. stock. View More
Found in Group 1 Automotive, Inc. contract
View Examples
Representations and Warranties of the Company. 2.1.1Pursuant to the Securities Act. 2.1.2Pursuant to the Exchange Act. 2.2Stock Exchange Listing. 2.3No Stop Orders, etc. 2.4Disclosures in Registration Statement. 2.4.1Compliance with Securities Act and 10b-5 Representation. 2.4.2Disclosure of Agreements. 2.4.3Prior Securities Transactions. 2.4.4Regulations. 2.4.5No Other Distribution of Offering Materials. 2.5Changes After Dates in Registration Statement. 2.5.1No Material Adverse Change. 2.5.2Recent Securities Transactions, etc. 2.6Disclosure...s in Commission Filings. 2.7Independent Accountants. 2.8Financial Statements, etc. 2.9Authorized Capital; Options, etc. 2.10Valid Issuance of Securities, etc. 2.10.1Outstanding Securities. 2.10.2Securities Sold Pursuant to this Agreement. 2.11Registration Rights of Third Parties. 2.12Validity and Binding Effect of Agreements. 2.13No Conflicts, etc. 2.14No Defaults; Violations. 2.15Corporate Power; Licenses; Consents. 2.15.1Conduct of Business. 2.15.2Transactions Contemplated Herein. 2.16D&O Questionnaires. 2.17Litigation; Governmental Proceedings. 2.18Good Standing. 2.19Insurance. 2.20Transactions Affecting Disclosure to FINRA. 2.20.1Finder's Fees. 2.20.2Payments Within Twelve Months. 2.20.3Use of Proceeds. 2.20.5Information. 2.21Foreign Corrupt Practices Act. 2.22Compliance with OFAC. 2.23Forward-Looking Statements. 2.25Regulatory. 2.26Officers' Certificate. 2.27Lock-Up Agreements. 2.28Subsidiaries. 2.29Related Party Transactions. 2.29.1Business Relationships. 2.29.2No Relationships with Customers and Suppliers. 2.29.3No Unconsolidated Entities. 2.29.4No Loans or Advances to Affiliates. 2.30Board of Directors. 2.31Sarbanes-Oxley Compliance. 2.31.1Disclosure Controls. 2.31.2Compliance. 2.32Accounting Controls. 2.33No Investment Company Status. 2.34No Labor Disputes. 2.36Clinical Studies. 2.37Taxes. 2.38ERISA Compliance. 2.39Compliance with Laws. 2.41Real Property. 2.42Contracts Affecting Capital. 2.43Ineligible Issuer. 2.44Reserved. 2.45Industry Data. 2.46Margin Securities. 2.47Exchange Act Reports. 2.48Minute Books. 2.49Integration. 2.50No Stabilization. 2.51Confidentiality and Non-Competition. View More
Found in SECOND SIGHT MEDICAL PRODUCTS INC contract
View All 10 Similar Clauses
Representations and Warranties of the Company. 2.1.1Pursuant 2.1.1 Pursuant to the Securities Act. 2.1.2Pursuant 2.1.2 Pursuant to the Exchange Act. 2.2Stock Exchange Listing. 2.3No 2.3 No Stop Orders, etc. 2.4Disclosures 2.4 Disclosures in Registration Statement. 2.4.1Compliance 2.4.1 Compliance with Securities Act and 10b-5 Representation. 2.4.2Disclosure 2.4.2 Disclosure of Agreements. 2.4.3Prior 2.4.3 Prior Securities Transactions. 2.4.4Regulations. 2.4.5No 2.4.5 No Other Distribution of Offering Materials. 2.5Changes 2.5 Changes After D...ates in Registration Statement. 2.5.1No 2.5.1 No Material Adverse Change. 2.5.2Recent 2.5.2 Recent Securities Transactions, etc. 2.6Disclosures 2.6 Disclosures in Commission Filings. 2.7Independent 2.7 Independent Accountants. 2.8Financial Statements, etc. 2.9Authorized 2.9 Authorized Capital; Options, etc. 2.10Valid 2.10 Valid Issuance of Securities, etc. 2.10.1Outstanding 2.10.1 Outstanding Securities. 2.10.2Securities Sold Pursuant to this Agreement. 2.11Registration 2.11 Registration Rights of Third Parties. 2.12Validity 2.12 Validity and Binding Effect of Agreements. 2.13No 2.13 No Conflicts, etc. 2.14No 2.14 No Defaults; Violations. 2.15Corporate Power; Licenses; Consents. 2.15.1Conduct 2.15.1 Conduct of Business. 2.15.2Transactions 2.15.2 Transactions Contemplated Herein. 2.16D&O 2.16 D&O Questionnaires. 2.17Litigation; 2.17 Litigation; Governmental Proceedings. 2.18Good 2.18 Good Standing. 2.19Insurance. 2.20Transactions Affecting Disclosure to FINRA. 2.20.1Finder's 2.19 Insurance. 2.20.1 Finder's Fees. 2.20.2Payments 2.20.2 Payments Within Twelve Months. 2.20.3Use 2.20.3 Use of Proceeds. 2.20.5Information. 2.21Foreign 2.20.4 FINRA Affiliation. 2.20.5 Information. 2.21 Foreign Corrupt Practices Act. 2.22Compliance with OFAC. 2.23Forward-Looking 2.23 Forward-Looking Statements. 2.25Regulatory. 2.26Officers' 2.24 Money Laundering Laws. 2.25 Regulatory. 2.26 Officers' Certificate. 2.27Lock-Up 2.27 Lock-Up Agreements. 2.28Subsidiaries. 2.29Related 2.28 Subsidiaries. 2.29 Related Party Transactions. 2.29.1Business 2.29.1 Business Relationships. 2.29.2No 2.29.2 No Relationships with Customers and Suppliers. 2.29.3No Unconsolidated Entities. 2.29.4No 2.29.4 No Loans or Advances to Affiliates. 2.30Board 2.30 Board of Directors. 2.31Sarbanes-Oxley 2.31 Sarbanes-Oxley Compliance. 2.31.1Disclosure 2.31.1 Disclosure Controls. 2.31.2Compliance. 2.32Accounting 2.31.2 Compliance. 2.32 Accounting Controls. 2.33No Investment Company Status. 2.34No 2.34 No Labor Disputes. 2.36Clinical 2.35 Intellectual Property Rights. 2.36 Clinical Studies. 2.37Taxes. 2.38ERISA 2.38 ERISA Compliance. 2.39Compliance with 2.40 Environmental Laws. 2.41Real 2.41 Real Property. 2.42Contracts Affecting Capital. 2.43Ineligible 2.43 Ineligible Issuer. 2.44Reserved. 2.45Industry 2.44 Industry Data. 2.46Margin 2.45 Margin Securities. 2.47Exchange 2.46 Exchange Act Reports. 2.48Minute 2.47 Minute Books. 2.49Integration. 2.50No 2.49 No Stabilization. 2.51Confidentiality 2.50 Confidentiality and Non-Competition. View More
Found in Ampio Pharmaceuticals, Inc. contract
Representations and Warranties of the Company. 2.1.1Pursuant 2.1.1 Pursuant to the Securities Act. 2.1.2Pursuant 2.1.2 Pursuant to the Exchange Act. 2.2Stock 2.2 Stock Exchange Listing. 2.3No Stop Orders, etc. 2.4Disclosures 2.4 Disclosures in Registration Statement. 2.4.1Compliance 2.4.1 Compliance with Securities Act and 10b-5 Representation. 2.4.2Disclosure of Agreements. 2.4.3Prior 2.4.3 Regulations. 2.4.5 Prior Securities Transactions. 2.4.4Regulations. 2.4.5No Other Distribution of Offering Materials. 2.5Changes 2.5 Changes After Dates... in Registration Statement. 2.5.1No 2.5.1 No Material Adverse Change. 2.5.2Recent 2.5.2 Recent Securities Transactions, etc. 2.6Disclosures in Commission Filings. 2.7Independent 2.6 Reserved. 2.7 Independent Accountants. 2.8Financial Statements, etc. 2.9Authorized 2.9 Authorized Capital; Options, etc. 2.10Valid Issuance of Securities, etc. 2.10.1Outstanding 2.10.1 Outstanding Securities. 2.10.2Securities 2.10.2 Securities Sold Pursuant to this Agreement. 2.11Registration Rights of Third Parties. 2.12Validity 2.12 Validity and Binding Effect of Agreements. 2.13No 2.13 No Conflicts, etc. 2.14No 2.14 No Defaults; Violations. 2.15Corporate Power; Licenses; Consents. 2.15.1Conduct 2.15.1 Conduct of Business. 2.15.2Transactions 2.15.2 Transactions Contemplated Herein. 2.16D&O 2.16 D&O Questionnaires. 2.17Litigation; 2.17 Litigation; Governmental Proceedings. 2.18Good 2.18 Good Standing. 2.19Insurance. 2.20Transactions 2.20 Transactions Affecting Disclosure to FINRA. 2.20.1Finder's 2.20.1 Finder's Fees. 2.20.2Payments 2.20.2 Payments Within Twelve (12) Months. 2.20.3Use 2.20.3 Use of Proceeds. 2.20.5Information. 2.21Foreign Corrupt Practices Act. 2.22Compliance 2.20.4 FINRA Affiliation. 2.20.5 Information. 2.22 Compliance with OFAC. 2.23Forward-Looking Statements. 2.25Regulatory. 2.26Officers' 2.23 Anti-Money Laundering Laws. 2.24 Officers' Certificate. 2.27Lock-Up 2.25 Lock-Up Agreements. 2.28Subsidiaries. 2.29Related 2.27 Related Party Transactions. 2.29.1Business Relationships. 2.29.2No Relationships with Customers and Suppliers. 2.29.3No Unconsolidated Entities. 2.29.4No Loans or Advances to Affiliates. 2.30Board 2.28 Board of Directors. 2.31Sarbanes-Oxley 2.29 Sarbanes-Oxley Compliance. 2.31.1Disclosure 2.29.1 Disclosure Controls. 2.31.2Compliance. 2.32Accounting Controls. 2.33No 2.29.2 Compliance. 2.31 No Investment Company Status. 2.34No 2.32 No Labor Disputes. 2.36Clinical Studies. 2.37Taxes. 2.38ERISA 2.33 Intellectual Property Rights. 2.35 ERISA Compliance. 2.39Compliance 2.36 Compliance with Laws. 2.41Real 2.38 Environmental Laws. 2.39 Title to Property. 2.42Contracts Affecting Capital. 2.43Ineligible 2.41 Loans to Directors or Officers. 2.42 Ineligible Issuer. 2.44Reserved. 2.45Industry 2.43 Smaller Reporting Company. 2.44 Industry Data. 2.46Margin 2.45 Electronic Road Show. 2.46 Margin Securities. 2.47Exchange Act Reports. 2.48Minute Books. 2.49Integration. 2.50No Stabilization. 2.51Confidentiality 2.48 Integration. 2.49 Confidentiality and Non-Competition. 2.50 Corporate Records. 2.51 Diligence Materials. 2.52 Stabilization. View More
Found in Yoshiharu Global Co. contract
Representations and Warranties of the Company. 2.1.1Pursuant 2.1.1 Pursuant to the Securities Act. 2.1.2Pursuant 2.1.2 Pursuant to the Exchange Act. 2.2Stock 2.2 Stock Exchange Listing. 2.3No Stop Orders, etc. 2.4Disclosures 2.4 Disclosures in Registration Statement. 2.4.1Compliance 2.4.1 Compliance with Securities Act and 10b-5 Representation. 2.4.2Disclosure 2.4.2 Disclosure of Agreements. 2.4.3Prior 2.4.3 Regulations. 2.4.5 Prior Securities Transactions. 2.4.4Regulations. 2.4.5No Other Distribution of Offering Materials. 2.5Changes 2.5 Ch...anges After Dates in Registration Statement. 2.5.1No 2.5.1 No Material Adverse Change. 2.5.2Recent 2.5.2 Recent Securities Transactions, etc. 2.6Disclosures in Commission Filings. 2.7Independent 2.6 Reserved. 2.7 Independent Accountants. 2.8Financial Statements, etc. 2.9Authorized 2.9 Authorized Capital; Options, etc. 2.10Valid Issuance of Securities, etc. 2.10.1Outstanding 2.10.1 Outstanding Securities. 2.10.2Securities 2.10.2 Securities Sold Pursuant to this Agreement. 2.11Registration Rights of Third Parties. 2.12Validity 2.12 Validity and Binding Effect of Agreements. 2.13No 2.13 No Conflicts, etc. 2.14No 2.14 No Defaults; Violations. 2.15Corporate Power; Licenses; Consents. 2.15.1Conduct 2.15.1 Conduct of Business. 2.15.2Transactions 2.15.2 Transactions Contemplated Herein. 2.16D&O 2.16 D&O Questionnaires. 2.17Litigation; 2.17 Litigation; Governmental Proceedings. 2.18Good 2.18 Good Standing. 2.19Insurance. 2.20Transactions 2.20 Transactions Affecting Disclosure to FINRA. 2.20.1Finder's 2.20.1 Finder's Fees. 2.20.2Payments 2.20.2 Payments Within Twelve (12) Months. 2.20.3Use 2.20.3 Use of Proceeds. 2.20.5Information. 2.21Foreign Corrupt Practices Act. 2.22Compliance 2.20.4 FINRA Affiliation. 2.20.5 Information. 2.22 Compliance with OFAC. 2.23Forward-Looking Statements. 2.25Regulatory. 2.26Officers' 2.23 Anti-Money Laundering Laws. 2.24 Officers' Certificate. 2.27Lock-Up 2.25 Lock-Up Agreements. 2.28Subsidiaries. 2.29Related 2.27 Related Party Transactions. 2.29.1Business Relationships. 2.29.2No Relationships with Customers and Suppliers. 2.29.3No Unconsolidated Entities. 2.29.4No Loans or Advances to Affiliates. 2.30Board 2.28 Board of Directors. 2.31Sarbanes-Oxley 2.29 Sarbanes-Oxley Compliance. 2.31.1Disclosure 2.29.1 Disclosure Controls. 2.31.2Compliance. 2.32Accounting Controls. 2.33No 2.29.2 Compliance. 2.31 No Investment Company Status. 2.34No 2.32 No Labor Disputes. 2.36Clinical Studies. 2.37Taxes. 2.38ERISA 2.35 ERISA Compliance. 2.39Compliance with 2.37 Emerging Growth Company. 2.38 Environmental Laws. 2.41Real 2.39 Title to Property. 2.42Contracts Affecting Capital. 2.43Ineligible 2.41 Loans to Directors or Officers. 2.42 Ineligible Issuer. 2.44Reserved. 2.45Industry 2.43 Smaller Reporting Company. 2.44 Industry Data. 2.46Margin Securities. 2.47Exchange Act Reports. 2.48Minute Books. 2.49Integration. 2.50No Stabilization. 2.51Confidentiality 2.45 Electronic Road Show. 2.47 Forward-Looking Statements. 2.48 Integration. 2.49 Confidentiality and Non-Competition. 2.50 Corporate Records. 2.51 Diligence Materials. 2.52 Stabilization. View More
Found in Reborn Coffee, Inc. contract
View Examples
Representations and Warranties of the Company. 4.2Authorization. 4.3Capitalization. 4.4Valid Issuance. 4.5Consents. 4.6Delivery of SEC Filings; Business. 4.7Use of Proceeds. 4.8No Conflict, Breach, Violation or Default. 4.9Brokers and Finders. 4.10No Directed Selling Efforts or General Solicitation. 4.11No Integrated Offering. 4.12Private Placement.
Found in APPIPHANY TECHNOLOGIES HOLDINGS CORP contract
View All 9 Similar Clauses
Representations and Warranties of the Company. 4.2Authorization. 4.3Capitalization. 4.4Valid 4.2 Authorization. 4.4 Valid Issuance. 4.5Consents. 4.6Delivery 4.5 Consents. 4.6 Delivery of SEC Filings; Business. 4.7Use 4.7 Use of Proceeds. 4.8No 4.8 No Conflict, Breach, Violation or Default. 4.9Brokers and Finders. 4.10No 4.10 No Directed Selling Efforts or General Solicitation. 4.11No 4.11 No Integrated Offering. 4.12Private 4.12 Private Placement.
Found in Rocky Mountain High Brands, Inc. contract
Representations and Warranties of the Company. 4.2Authorization. 4.3Capitalization. 4.4Valid Issuance. 4.5Consents. 4.6Delivery of SEC Filings; Business. 4.7Use of Proceeds. 4.8No Conflict, Breach, Violation or Default. 4.9Brokers and Finders. 4.10No Directed Selling Efforts or General Solicitation. 4.11No Integrated Offering. 4.12Private Placement.
Found in APPIPHANY TECHNOLOGIES HOLDINGS CORP contract
Representations and Warranties of the Company. 4.2Authorization. 4.3Capitalization. 4.4Valid 4.2 Authorization. 4.3 Capitalization. 4.4 Valid Issuance. 4.5Consents. 4.6Delivery 4.5 Consents. 4.6 Delivery of SEC Filings; Business. 4.7Use 4.7 Use of Proceeds. 4.8No Conflict, Breach, Violation or Default. 4.9Brokers 4.9 Brokers and Finders. 4.10No 4.10 No Directed Selling Efforts or General Solicitation. 4.11No 4.11 No Integrated Offering. 4.12Private 4.12 Private Placement.
Found in Thinspace Technology, Inc. contract
View Examples
Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows: (a) Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company. (b) Enforceability. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation ...of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally. View More
Found in BOSTON PROPERTIES LTD PARTNERSHIP contract
View All 6 Similar Clauses
Representations and Warranties of the Company. The Company hereby represents and warrants to the Indemnitee as follows: (a) Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company. (b) Enforceability. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligat...ion of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by equitable principles and applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally. (c) No Conflicts. This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, does not, and the Company's performance of its obligations under the Agreement will not, violate the Company's certificate of incorporation, bylaws, other agreements to which the Company is a party to or applicable law. (d) Insurance. The Company shall use commercially reasonable efforts to cause the Indemnitee, at the Company's expense, to be covered by such insurance policies or policies providing liability insurance for directors or officers of the Company or of any Subsidiary, if any, in accordance with its or their terms to the same extent as provided to any then-current director or officer of the Company or any Subsidiary under such policy or policies. View More
Found in NAPCO SECURITY TECHNOLOGIES, INC contract
Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee as follows: (a) Authority. The Company has all necessary power and authority to enter into, into and be bound by the terms of, this Agreement, Deed, and the execution, delivery and performance of the undertakings contemplated by this Agreement Deed have been duly authorized by the Company. (b) Enforceability. This Agreement, Deed, when executed and delivered by the Company and Indemnitee in accordance with the provisions hereof, shall be a... legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally. generally or equitable principles. View More
Found in Cardtronics plc contract
Representations and Warranties of the Company. The Company hereby represents and warrants to Indemnitee the Clay Family Holders as follows: (a) Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Letter Agreement, and the execution, delivery and performance of the undertakings contemplated by this Letter Agreement have been duly authorized by the Company. (b) Enforceability. This Letter Agreement, when executed and delivered by the Company in accordance with the provisions hereof, sh...all be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally. View More
Found in GOLDEN QUEEN MINING CO LTD contract
View Examples
Representations and Warranties of the Company. The Company represents and warrants to Holder as follows: 2 Convertible Promissory Note Generation Zero Group, Inc. James A. Hendrickson December 15, 2014 a. The execution and delivery by the Company of this Note (i) are within the Company's corporate power and authority, and (ii) have been duly authorized by all necessary corporate action. Further, the undersigned is a duly authorized representative of the Company and has been authorized by a resolution of the Board of Directors of the Company ...to exercise any and all documents necessary to effectuate the transaction contemplated hereby. b. This Note is a legally binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought. View More
Found in Generation Zero Group, Inc. contract
View All 4 Similar Clauses
Representations and Warranties of the Company. The Company represents and warrants to Holder as follows: 2 Convertible Promissory Note Generation Zero Group, Inc. James A. Hendrickson December 15, 2014 a. (a) The execution and delivery by the Company of this Note (i) are within the Company's corporate power and authority, and (ii) have been duly authorized by all necessary corporate action. Further, the undersigned is a duly authorized representative of the Company and who has been authorized by a resolution of the Board of Directors of the ...Company to exercise any and all documents necessary to effectuate the transaction contemplated hereby. b. 3 (b) This Note is a legally binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought. View More
Found in Probility Media Corp contract
Representations and Warranties of the Company. The Company represents and warrants to Holder as follows: 2 5 Convertible Promissory Note ETC Custodian FBO Thomas M. Cheney, IRA and Generation Zero Group, Inc. James A. Hendrickson December 15, October 10, 2014 a. The execution and delivery by the Company of this Note (i) are within the Company's corporate power and authority, and (ii) have been duly authorized by all necessary corporate action. Further, the undersigned is a duly authorized representative of the Company and has been authorized... by a resolution of the Board of Directors of the Company to exercise any and all documents necessary to effectuate the transaction contemplated hereby. b. This Note is a legally binding obligation of the Company, enforceable against the Company in accordance with the terms hereof, except to the extent that (i) such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefore may be brought. View More
Found in Generation Zero Group, Inc. contract
View Examples
Representations and Warranties of the Company. The Company represents and warrants as follows: 6.1 The Company is duly existing and in good standing as a corporation in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or ownership of property requires that it to be qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on the Company's business. 6.2 The execution, delivery a...nd performance by the Company of this Note and the Warrant has been duly authorized, and do not (i) conflict with any of the Company's organizational documents; (ii) contravene, conflict with, constitute a default under or violate any material law applicable to the Company; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which the Company or any of its Subsidiaries or any of their property or assets may be bound or affected; (iv) require any action by, filing, registration, or qualification with, or governmental approval from any governmental authority (except such governmental approvals which have already been obtained and are in full force and effect); or (v) constitute an event of default under any material agreement by which the Company is bound. 6.3 There are no material actions or proceedings pending or threatened by or against the Company, except as set forth in the Company's annual report on Form 10-K for the year ended December 31, 2011 and its report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission (the "SEC Reports"). 6.4 All financial statements of the Company contained in its SEC Reports fairly present in all material respects the Company's financial position and the Company's results of operations as of the dates thereof, and for the periods indicated therein, subject in the case of the unaudited financial statements to normal year-end audit adjustments. -2- 6.5 The Company's SEC Reports, as of their respective dates or, if amended, as of the date of the last such amendment, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. View More
Found in INFINITY ENERGY RESOURCES, INC contract
Representations and Warranties of the Company. The Company represents and warrants as follows: 6.1 11.1 The Company is duly existing and in good standing as a corporation in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or ownership of property requires that it to be qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on the Company's business. 6.2 11.2 The execution, ...delivery and performance by the Company of this Note and the Warrant has been duly authorized, and do not (i) conflict with any of the Company's organizational documents; (ii) contravene, conflict with, constitute a default under or violate any material law applicable to the Company; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which the Company or any of its Subsidiaries or any of their property or assets may be bound or affected; (iv) require any action by, filing, registration, or qualification with, or governmental approval from any governmental authority (except such governmental approvals which have already been obtained and are in full force and effect); or (v) constitute an event of default under any material agreement by which the Company is bound. 6.3 11.3 There are no material actions or proceedings pending or threatened by or against the Company, except as set forth in the Company's annual report on Form 10-K for the year ended December 31, 2011 and 2021, its report on Form 10-Q for the quarter ended September 30, 2012 March 31, 2022 and any Form 8-K filed with the Securities and Exchange Commission (the "SEC Reports"). 6.4 11.4 All financial statements of the Company contained in its SEC Reports fairly present in all material respects the Company's financial position and the Company's results of operations as of the dates thereof, and for the periods indicated therein, subject in the case of the unaudited financial statements to normal year-end audit adjustments. -2- 6.5 -5- 11.5 The Company's SEC Reports, as of their respective dates or, if amended, as of the date of the last such amendment, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. View More
Found in INFINITY ENERGY RESOURCES, INC contract
View Examples
Representations and Warranties of the Company. The representations and warranties contained in Section 3 of the Unit Purchase Agreement to be entered into by the Company and the Purchasers shall be incorporated herein by reference and shall be deemed to be made under this Subscription Agreement.
Found in Protea Biosciences Group, Inc. contract
Representations and Warranties of the Company. The representations and warranties contained in Section 3 Article III of the Unit Purchase Agreement to be entered into by the Company and the Purchasers shall be incorporated herein by reference and shall be deemed to be made under this Subscription Agreement.
Found in RELMADA THERAPEUTICS, INC. contract
Representations and Warranties of the Company. The representations and warranties contained in Section 3 of the Unit Securities Purchase Agreement to be entered into by between the Company and the Purchasers shall be are incorporated herein by reference and shall be are deemed to be made under this Subscription Agreement.
Found in Odyssey Group International, Inc. contract
Representations and Warranties of the Company. The representations and warranties contained in Section Article 3 of the Unit Purchase Agreement to be entered into by the Company and the Purchasers shall be incorporated herein by reference and shall be deemed to be made under this Subscription Agreement.
Found in Actinium Pharmaceuticals, Inc. contract
View Examples
Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stilwell Group that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. This Agreement constitutes a valid and binding obligation of the Company and the performance of its terms will not constitute a violation of its articles of incorporation, charter or byl...aws or any agreement or instrument to which the Company is a party; and (b) The Company hereby represents and warrants to the Stilwell Group that there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Stilwell Group or any Stilwell Group Member and the Company other than pursuant to this Agreement or any amendments, addendums or supplements thereto. (c) The Company hereby represents and warrants to the Stilwell Group that it had the opportunity to consult with counsel of its own choice and/or to have engaged counsel of its own choice to advise the Company in connection with the negotiation, preparation and execution of this Agreement. The Company enters into this Agreement knowingly, freely and intentionally after having had such opportunity to consult and/or engage with counsel of its own choice. View More
Found in HOPFED BANCORP INC contract
Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stilwell Group that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. This Agreement constitutes a valid and binding obligation of the Company and the performance of its terms will not constitute a violation of its articles of incorporation, charter or byl...aws or any agreement or instrument to which the Company is a party; and (b) The Company hereby represents and warrants to the Stilwell Group that there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Stilwell Group or any Stilwell Group Member and the Company other than pursuant to this Agreement or any amendments, addendums or supplements thereto. (c) The Company hereby represents and warrants to the Stilwell Group that it had the opportunity to consult with counsel of its own choice and/or to have engaged counsel of its own choice to advise the Company as set forth in connection with the negotiation, preparation and execution of this Agreement. The Company enters into this Agreement knowingly, freely and intentionally after having had such opportunity to consult and/or engage with counsel of its own choice. View More
Found in MB Bancorp Inc contract
Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stilwell Group that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. This Agreement constitutes a valid and binding obligation of the Company Company, and the performance of its terms will not constitute a violation of its articles of incorporation, chart...er incorporation or bylaws or any agreement or instrument to which the Company is a party; and party. (b) The Company hereby represents and warrants to the Stilwell Group that except for the Confidentiality Agreement there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Stilwell Group or any Stilwell Group Member and the Company other than pursuant to this Agreement or any amendments, addendums or supplements thereto. (c) The Company hereby represents and warrants to the Stilwell Group that it had the opportunity to consult with counsel of its own choice and/or to have engaged counsel of its own choice to advise the Company as set forth in connection with the negotiation, preparation and execution of this Agreement. The Company enters into this Agreement knowingly, freely and intentionally after having had such opportunity to consult and/or engage with counsel of its own choice. View More
Found in Fraternity Community Bancorp Inc contract
Representations and Warranties of the Company. (a) The Company hereby represents and warrants to the Stilwell Group that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. This Agreement constitutes a valid and binding obligation of the Company and the performance of its terms will not constitute a violation of its articles of incorporation, charter or byl...aws or any agreement or instrument to which the Company is a party; and (b) The Company hereby represents and warrants to the Stilwell Group that that, except for the Non-Disclosure Agreement, there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Stilwell Group or any Stilwell Group Member and the Company other than pursuant to this Agreement or any amendments, addendums or supplements thereto. (c) The Company hereby represents and warrants to the Stilwell Group that it had the opportunity to consult with counsel of its own choice and/or to have engaged counsel of its own choice to advise the Company as set forth in connection with the negotiation, preparation and execution of this Agreement. The Company enters into this Agreement knowingly, freely and intentionally after having had such opportunity to consult and/or engage with counsel of its own choice. View More
Found in Delanco Bancorp, Inc. contract
View Examples
Representations and Warranties of the Company. 4.2 Authorization. 4.3 Capitalization. 4.4 Valid Issuance. 4.5 Consents. 4.6 Delivery of SEC Filings; Business. 4.7 Use of Proceeds. 4.8 No Material Adverse Change. 4.9 SEC Filings; S-3 Eligibility. 4.10 No Conflict, Breach, Violation or Default. 4.11 Tax Matters. 4.12 Title to Properties. 4.13 Certificates, Authorities and Permits. 4.14 Labor Matters. 4.15 Intellectual Property. 4.16 Environmental Matters. 4.18 Financial Statements. 4.19 Insurance Coverage. 4.20 Compliance with Nasdaq Continued... Listing Requirements. 4.21 Brokers and Finders. 4.23 No Integrated Offering. 4.24 Rule 506 Compliance. 4.25 Private Placement. 4.26 Shell Company Status. 4.27 Questionable Payments. 4.28 Transactions with Affiliates. 4.29 Internal Controls. 4.30 Disclosures. 4.31 Investment Company. 4.32. View More
Found in Ideal Power Inc. contract
Representations and Warranties of the Company. 4.2 Authorization. 4.3 Capitalization. 4.4 Valid Issuance. 4.5 Consents. 4.6 Delivery of SEC Filings; Business. 4.7 Use of Proceeds. 4.8 No Material Adverse Change. 4.9 SEC Filings; S-3 Eligibility. 4.10 No Conflict, Breach, Violation or Default. 4.11 Tax Matters. 4.12 Title to Properties. 4.13 Certificates, Authorities and Permits. 4.14 Labor Matters. 4.15 Intellectual Property. 4.16 Environmental Matters. 4.17 Litigation. 4.18 Financial Statements. 4.19 Insurance Coverage. 4.20 Compliance with... Nasdaq Continued Listing Requirements. 4.21 Brokers and Finders. 4.22 No General Solicitation. 4.23 No Integrated Offering. 4.24 Rule 506 Compliance. 4.25 Private Placement. 4.26 Shell Company Status. 4.27 Questionable Payments. 4.28 Transactions with Affiliates. 4.29 Internal Controls. 4.30 Disclosures. 4.31 Investment Company. 4.32. 4.32 Acquisition Transactions. 4.33. View More
Found in SharpSpring, Inc. contract
Representations and Warranties of the Company. 4.2 Authorization. 4.3 Capitalization. 4.4 Valid Issuance. 4.5 Consents. 4.6 Delivery of SEC Filings; Business. 4.7 Use of Proceeds. 4.8 No Material Adverse Change. 4.9 SEC Filings; S-3 Eligibility. Section 12 Registration. 4.10 No Conflict, Breach, Violation or Default. 4.11 Tax Matters. 4.12 Title to Properties. 4.13 Certificates, Authorities and Permits. 4.14 Labor Matters. 4.15 Intellectual Property. 4.16 Environmental Matters. 4.17 Litigation. 4.18 Financial Statements. 4.19 Insurance Cover...age. 4.20 Compliance with Nasdaq Continued Listing Requirements. Exchange Listing. 4.21 Brokers and Finders. 4.22 No Directed Selling Efforts or General Solicitation. 4.23 No Integrated Offering. 4.24 Rule 506 Compliance. 4.25 Private Placement. 4.26 Shell Company Status. 4.27 Questionable Payments. 4.28 Transactions with Affiliates. 4.29 Internal Controls. 4.30 Disclosures. 4.31 Investment Company. 4.32. View More
Found in SEVCON, INC. contract
Representations and Warranties of the Company. 4.2 Authorization. 4.3 Capitalization. 4.4 Valid Issuance. 4.5 Consents. 4.6 Delivery of SEC Filings; Business. 4.7 Use of Proceeds. 4.8 No Material Adverse Change. 4.9 SEC Filings; S-3 Eligibility. 4.10 No Conflict, Breach, Violation or Default. 4.11 Tax Matters. 4.12 Title to Properties. 4.13 Certificates, Authorities and Permits. 4.14 Labor Matters. Matters and Employee Benefits. 4.15 Intellectual Property. 4.16 Environmental Matters. 4.18 Financial Statements. 4.17 Litigation. 4.19 Insurance... Coverage. 4.20 Compliance with Nasdaq Continued Listing Requirements. 4.21 Compliance with Laws; Export and Import Compliance. 4.22 Brokers and Finders. 4.23 No General Solicitation. 4.24 No Integrated Offering. 4.24 Rule 506 Compliance. 4.25 Private Placement. 4.26 Shell Company Status. 4.27 Questionable Payments. Certain Business Practices. 4.28 Transactions with Affiliates. 4.29 Internal Controls. 4.30 Disclosures. 4.31 Investment Company. 4.32. 4.31 Government Contracts. View More
Found in AROTECH CORP contract
View Examples