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

Representations and Warranties of the Company. As an inducement to the Purchaser to enter into this Agreement and consummate the transaction contemplated hereby, the Company hereby makes the following representations and warranties, each of which is materially true and correct on the date of this Agreement: 3.1 The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance wit...h its terms. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Company; 3.2 When the Shares are paid for, they will be duly paid and non-assessable, free and clear of all liens and encumbrances, except for those arising under the applicable securities laws; 3.3 The execution and delivery of this Agreement by the Company and the observance and performance of the terms and provisions contained herein do not constitute a violation or breach of any applicable law, or any provision of any other contract or instrument to which the Company is a party or by which it is bound, or any order, writ, injunction, decree, statute, rule, by-law or regulation applicable to the Company; 3. 4 No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, designating the Company as the bankrupt or the insolvent, are pending or, to the knowledge of the Company, threatened and the Company has not made an assignment for the benefit of creditors, nor has Company taken any action with a view to, or which would constitute the basis for, the institution of any such insolvency proceedings; 3.5 There are no actions, suits, or proceedings pending or, to the best of the Company's knowledge, threatened, which could in any manner restrain or prevent the Company from effectually and legally selling the Shares pursuant to the terms and provisions of this Agreement; 3.6 The Company has no liability or obligation to pay fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. 3.7 The Company files reports with the Securities and Exchange Commission, which are available at www.sec.gov/EDGAR. View More

Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows: 2.1. The Company (i) is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has full power and authority to own, lease and operate its properties and assets and to conduct its business as now being conducted; and (ii) has all requisite legal and corporate power to execute and deliver this Agreement, and to carry out and perform its obligations hereunder. All ...corporate actions on the part of the Company, its directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement and the performance of the Company's obligations hereunder, have been taken. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby, will not violate any applicable law or conflict with, or result in a breach of any agreement or other arrangement to which the Company is a party or by which it is bound. 2.2. This Agreement constitutes the valid and binding obligation of the Company, legally enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors generally, or by general equity principles, and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. 2.3. The authorized share capital of the Company consists of 500,000,000 Class A ordinary shares of par value of US$0.0001 each, 50,000,000 Class B ordinary shares of par value of US$0.0001 each and 5,000,000 preference shares of par value US$0.0001 each. View More

Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows: (a) Organization, Good Standing and Qualification. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business. (b) Authorization. The Company has all requisite power or capacity and authority to ent...er into this Convertible Security and to consummate the transactions contemplated hereby, and the Company's execution and delivery of this Convertible Security and the Company's consummation of the transactions contemplated hereby have, to the extent applicable, been duly authorized by all necessary actions (corporate or otherwise) on the part of the Company. This Convertible Security has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent the enforceability hereof is limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally and principles of equity (regardless of whether enforcement is sought in equity or at law). (c) Valid Issuance of Shares. The Shares that may be issued upon the conversion of this Convertible Security will, when issued in accordance with the terms hereof, be duly and validly authorized and issued, fully paid, and non-assessable. View More

Representations and Warranties of the Company. The Company represents and warrants to CGC that as of the date hereof (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorg...anization, moratorium, fraudulent conveyance or similar laws generally affecting the rights and remedies of creditors and subject to general equity principles, (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound, (d) except as required by this Agreement (including the Exhibits hereto), the Company has not amended the Company's organizational documents, adopted any new Board policies or amended previously existing Board policies in connection with or in anticipation of the transactions contemplated by this Agreement, and (e) the Company (i) is not aware of any current claim, suit, action, complaint, lawsuit or litigation it may have against CGC, any of its Affiliates or any of its or their respective current or former managers, members, partners, officers and directors and (ii) has no current intention to bring any claim, suit, action, complaint, lawsuit, litigation or other proceeding against CGC, any of its Affiliates or any of its or their respective current or former managers, members, partners, officers and directors. View More

Representations and Warranties of the Company. The Company covenants and agrees that for so long as any portion of the indebtedness evidenced by this Note, whether principal, accrued and unpaid interest or any other amount at any time due hereunder, remains unpaid, the Company will: (a) Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and to comply in all material respects with all laws, regulations and orders of each governmental authority having jurisdi...ction over the Company; (c) Promptly following the occurrence of an Event of Default furnish to the Noteholder a written statement of the Company's President or Chief Financial Officer setting forth the details of such Event of Default and the action which the Company proposes to take with respect thereto; (d) At all times maintain true and complete records and books of account in which all of the financial transactions of the Company are duly recorded in conformance with U.S. generally accepted accounting principles; (e) Maintain the registration of the Company's Common Stock under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports and other filings required to be filed by the Company after the date hereof pursuant to the Exchange Act. initials 5 (f) In the event the Company should issue the Noteholder Interest Shares, for as long as the Noteholder owns any Interest Shares, the Company will take such further action as any holder of Interest Shares may reasonably request, to the extent required from time to time to enable such holder to sell such Interest Shares without registration under the Act, including without limitation, within the requirements of the exemption provided by Rule 144. View More