Representations of the Company Contract Clauses (157)

Grouped Into 8 Collections of Similar Clauses From Business Contracts

This page contains Representations of the Company clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Representations of the Company. The Company represents and warrants to the Stockholders that (a) the Company has the corporate power and authority to execute and deliver this Agreement and to bind it hereto, (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 (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent t...ransfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and (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 the Company, 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 constitute such a breach, violation or 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, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. View More
Found in Bottomline Technologies (de), Inc. contract
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Representations of the Company. The Company represents and warrants to the Stockholders Stockholder that (a) the Company has the corporate power and authority to execute and deliver this Agreement and to bind it hereto, Agreement, (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, Company and is enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganiz...ation, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and (c) the execution, delivery and performance of this Agreement hereof by the Company does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, Company 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 constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration amendment or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. 8 5. Representations of Stockholder. Stockholder represents and warrants to the Company that (a) Stockholder has the power and authority to execute and deliver this Agreement (and has the power and authority to execute and deliver this Agreement and to bind itself and the entities listed in Schedule A hereto), (b) this Agreement has been duly authorized, executed and delivered by Stockholder, constitutes a valid and binding obligation of Stockholder, and is enforceable against Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law), assuming the due authorization, execution and delivery of this Agreement by the Company, (c) the execution hereof by Stockholder does not and will not (i) materially violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Stockholder, or (ii) result in any material breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which Stockholder is a party or by which it is bound, (d) Stockholder, together with its controlled Affiliates (including the funds listed on Schedule A), holds cash shares and physically settled swaps on a total of approximately 12.7 million shares of Common Stock, in each case as set forth in Schedule A hereto, and does not beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act) or have economic exposure to any other shares of Common Stock, (e) Stockholder, or each entity set forth on Schedule A hereto, has voting power over the number of shares of Common Stock set forth opposite such entity's name on Schedule A hereto under the column "Voting Shares," (f) except as has been separately disclosed in writing to the Company or its legal counsel, no Stockholder is a party to any swap or hedging transactions or other derivative agreements of any nature with respect to any Voting Securities and (g) neither Stockholder nor any of its Affiliates or Associates has paid any compensation to, or is a party to any agreement, arrangement or understanding, whether written or oral, with, any of Messrs. Burdick or DeVeydt in connection with such person's service on the Board or any committee or subcommittee thereof. View More
Found in Centene Corporation contract
Representations of the Company. The Company represents and warrants to as follows as of the Stockholders that date hereof: (a) the The Company has the corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement and to bind it hereto, consummate the transactions contemplated hereby. 5 (b) this This Agreement has been duly and validly approved by the Board. 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, Company and is enforceable against the Company in accordance with its terms (subject to terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other conveyance or similar laws affecting creditors' the rights generally of creditors and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) and principles. (c) the The execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with (i) any law, rule, regulation, order, judgment or decree decree, in each case that is applicable to the Company, or (ii) result in any breach or violation of of, or constitute a default (or an event which with notice or lapse of time or both could constitute such become a breach, violation or 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, of (A) any organizational document, document of the Company or (B) any agreement, contract, commitment, understanding or arrangement arrangement, in each case to which the Company is a party or by which it is bound. bound and which is material to the Company's business or operations. View More
Found in HG Holdings, Inc. contract
Representations of the Company. The Company represents and warrants to the Stockholders that as follows: (a) the Company has the corporate power and authority to execute execute, deliver and deliver carry out the terms and provisions of this Agreement Amendment and to bind it hereto, consummate the transactions contemplated hereby; (b) this Agreement Amendment has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, Company and is enfo...rceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law) terms; and (c) the execution, delivery and performance of this Agreement Amendment by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, 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 constitute such a breach, violation or 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, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound. View More
Found in Big 5 Sporting Goods Corp contract
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Representations of the Company. The Company represents and warrants as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (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.
Found in BJ's Restaurants, Inc. contract
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Representations of the Company. The Company represents and warrants as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; hereby, and (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. terms except as enforcemen...t thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles. View More
Found in WIDEPOINT CORP contract
Representations of the Company. The Company represents and warrants to JANA as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (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.
Found in TEAM HEALTH HOLDINGS INC. contract
Representations of the Company. The Company represents and warrants to JANA as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (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.
Found in Tiffany & Co. contract
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Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.
Found in Kraig Biocraft Laboratories, Inc contract
Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant Warrant, the Exercise Shares and the Conversion Shares have been taken.
Found in Arsanis, Inc. contract
Representations of the Company. The Company represents that all required corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.
Found in Vitalibis, Inc. contract
Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken. taken prior to the issuance hereof.
Found in Great Basin Scientific, Inc. contract
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Representations of the Company. Effective as of the execution of this Agreement and as of the Effective Date, CBS hereby represents and warrants to you that (i) this Agreement has been duly authorized and executed by the Company, (ii) this Agreement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (iii) each of the CBS Corporation Senior Executive Retention Plan and the CBS Retention Plan Letter has taken effect as of August 13, 2019, shall remain in effect f...or its respective term (as provided therein) and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms and (iv) the Board, upon the recommendation from each of the Chair of the Committee and the members of the Special Committee of the Board, has unanimously adopted resolutions approving this Agreement. View More
Found in CBS CORP contract
Representations of the Company. Effective as of the execution of this Agreement and as of the Effective Date, CBS hereby represents and warrants to you that (i) this Agreement has been duly authorized and executed by the Company, (ii) this Agreement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and (iii) each of the CBS Corporation Senior Executive Retention Plan and the CBS Retention Plan Letter has taken effect as of August 13, 2019, shall remain in effe...ct for its respective term (as provided therein) and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms and (iv) the Board, upon the recommendation from each of the Chair of the Committee and the members of the Special Committee of the Board, has unanimously adopted resolutions approving this Agreement. terms. View More
Found in CBS CORP contract
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Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and shareholders necessary for the sale and issuance of the Warrant Shares pursuant hereto and the performance of the Company's obligations hereunder were taken prior to and are effective as of the effective date of this Warrant.
Found in Nestbuilder.com Corp. contract
Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and shareholders necessary for the sale and issuance of the this Warrant Shares pursuant hereto and the performance of the Company's obligations hereunder were taken taken, or will be taken, prior to and are are, or will be, effective as of the effective date of this Warrant. Exercise Date.
Found in MARRONE BIO INNOVATIONS INC contract
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Representations of the Company. The Company represents and warrants to Distributor that: 13.1 Cooperation. The Company will cooperate fully and timely with Distributor to enable Distributor to perform its obligations hereunder. 13.2 Authority. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. 13.3 No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any p...rovisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. View More
Found in Digital Development Partners, Inc. contract
Representations of the Company. The Company represents and warrants to Distributor that: 13.1 15.1 Cooperation. The Company will cooperate fully and timely with Distributor to enable Distributor to perform its obligations hereunder. 13.2 15.2 Authority. The execution and performance of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. 13.3 15.3 No Violation. The performance by the Company of this Agreement will not violate any applicable court decree, law or regulation, nor will i...t violate any provisions of the organizational documents of the Company or any contractual obligation by which the Company may be bound. View More
Found in Digital Development Partners, Inc. contract
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Representations of the Company. The Company represents and warrants to the Selling Stockholder that, as of the date hereof and at the Closing: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Company has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and per...formance of this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought. Inasmuch as the transactions contemplated by this Agreement would be an Interested Transaction with a Related Person as such terms are defined in the Company's Related Party Transaction Policy, the Audit Committee of the Company has approved this Agreement and the transactions contemplated hereby and the Company has otherwise taken all other actions necessary to approve and effect this Agreement that are necessitated as a result of this Agreement involving an Interested Transaction. (d) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under the Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking to which the Company is a party or by which the Company or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the Company or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would have, or reasonably be expected to have, a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, or materially impact the Company's ability 3 to consummate the transactions contemplated by this Agreement (a "Material Adverse Effect"); and no consent, approval, authorization, order, registration or qualification of or with any such Authority is required for the consummation by the Company of the transactions contemplated by this Agreement, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) The Company acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Selling Stockholder, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Company in this Agreement. (f) No agent, broker, financial advisor, or other intermediary acting on behalf of the Company is, or will be, entitled to, any broker's commission, finder's fees, or similar payment from any of the parties, or from any affiliate of any of the parties, in connection with the transactions contemplated by this Agreement. View More
Found in HF Sinclair Corp contract
Representations of the Company. The Company represents and warrants to the Selling Stockholder that, as of the date hereof and at the Closing: Stockholders that: (a) The Company has been duly incorporated and is validly existing as a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Company has the full requisite corporate power and authority to execute, deliver and carry out the terms and provisions of perform its obligations under this Agreement and to consumma...te the transactions contemplated hereby, hereby; and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation agreement of the Company, Company enforceable in accordance with its terms, except to the extent that (i) such enforceability enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws relating to or affecting enforcement of creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of or by general equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought. Inasmuch as the transactions contemplated principles. (c) The compliance by this Agreement would be an Interested Transaction with a Related Person as such terms are defined in the Company's Related Party Transaction Policy, the Audit Committee of the Company has approved this Agreement and the transactions contemplated hereby and the Company has otherwise taken all other actions necessary to approve and effect this Agreement that are necessitated as a result of this Agreement involving an Interested Transaction. (d) The execution and delivery of with this Agreement and the consummation by the Company of the transactions herein contemplated hereby will not conflict with, with or result in the a breach or violation of any of the terms or conditions provisions of, or constitute a default under or violate, accelerate or permit the acceleration under, (i) any indenture, mortgage, deed of any other similar right of any other party under the Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license trust, loan agreement or other document agreement or undertaking instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction subsidiaries is bound or decree of any Authority to which any of the property or assets of the Company or any of its properties subsidiaries is subject, (ii) the effect provisions of the certificate of incorporation or by-laws of the Company or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of which, either its subsidiaries or any of their properties, except, in the cases of clauses (i) and (iii) above, for conflicts, breaches, violations or defaults that would not, individually or in the aggregate, would have, or reasonably be expected to have, a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, or materially impact the Company's ability 3 to consummate the transactions contemplated by this Agreement whole (a "Material Adverse Effect"); and no consent, approval, authorization, order, registration or qualification of or with any such Authority court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) The Company acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or Effect on behalf of the Selling Stockholder, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Company in this Agreement. (f) No agent, broker, financial advisor, or other intermediary acting on behalf of the Company is, or will be, entitled to, any broker's commission, finder's fees, or similar payment from any of the parties, or from any affiliate of any of the parties, in connection with Company's ability to consummate the transactions contemplated by this Agreement. View More
Found in WEST CORP contract
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Representations of the Company. The Company represents and warrants to the Executive as follows: 3.1 Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, hav...e been duly authorized by the Company's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws. 3.2 No Conflict. The execution, delivery and performance of this Agreement by the Company will not (i) result in a violation of the Company's Certificate of Incorporation, as amended, or other organizational document of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a material adviser effect on the Company or its subsidiaries. 3.3 Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Executive contained herein, the offer and issuance by the Company of the Securities, is exempt from registration pursuant to the exemption provided by Section 4(a)(2) of the Securities Act. View More
Found in MGT CAPITAL INVESTMENTS, INC. contract
Representations of the Company. The Company represents and warrants to the Executive as follows: 3.1 Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof. Employment Agreement. The execution and delivery of this Employment Agreement by the Company and the consummation implementation thereof by the Company of the transactions contemplated hereby and thereby, including,... without limitation, the issuance of the Securities, have been duly authorized by the Company's Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Employment Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws. 3.2 No Conflict. The execution, delivery and performance of this Employment Agreement by the Company will not (i) result in a violation of the Company's Certificate of Incorporation, as amended, or other organizational document of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected affected) except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a material adviser effect on the Company or its subsidiaries. 3.3 Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Executive contained herein, the offer and issuance by the Company of the Securities, is exempt from registration pursuant to the exemption provided by Section 4(a)(2) of the Securities Act. View More
Found in Quest Solution, Inc. contract
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