Representations Warranties and Covenants Clause Example with 6 Variations from Business Contracts

Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares o...f Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for filings required under California securities law. entity. (d) As long Except as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 the Company's filings with the U.S. Securities and Exchange Commission, there are no outstanding (i) options, warrants, scrip, rights to subscribe to, calls or commitments of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As of the date hereof, the authorized any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company consists or any of (i) 33,000,000 shares its subsidiaries, or (ii) contracts, commitments, understandings or arrangements by which the Company or any of Common Stock, its subsidiaries is or may become bound to issue additional capital stock of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance upon the exercise Company or any of its subsidiaries Exhibit 10.8Execution Version or (iii) options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of any of the Company or any of its subsidiaries as a result of this Warrant with respect to Common Stock or the exercise thereof.15. Amendment. The terms and provisions of this Warrant may be amended, modified or waived only by a written instrument duly executed by the Company and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, of which 7,161,530 are issued and outstanding shares, and (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. Holder. View More

Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. 4 (b) The shares... of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for filings required under California securities law. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 33,000,000 shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, of which 7,161,530 are issued and outstanding shares, and (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. entity. View More

Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: Zoosk, Inc. Warrant 4. (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its ...terms. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been or will be duly authorized and reserved for issuance by the Company when exercisable and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for entity other than (1) the notice filings required by Rule 503 under the 1933 Act, and Section 25102.1 of the California securities law. Corporate Securities Law of 1968, as amended, and (2) the Company consents requirements with respect to the amendment of the Rights Agreement contemplated in Section 15 below. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended the Loan and Restated Investor Rights Security Agreement between the Company and Lighthouse Capital Partners VI, L.P. dated August 23, 2010, as amended, provided that the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds rights set forth in this Section 3.1 14(d) shall terminate and be of no further force or effect upon (1) the consummation of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As sale of the date hereof, Company's securities pursuant to a registration statement filed by the authorized Company under the 1933 Act in connection with the firm commitment underwritten offering of its securities to the general public or (2) subject to the survival of this Warrant pursuant to Section 7, the consummation of a merger or consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights and (ii) for purposes other than (A) the reincorporation of the Company in a different state or (B) the formation of a holding company that will be owned exclusively by the Company's stockholders and will hold all of the outstanding shares of capital stock of the Company consists Company's successor. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of (i) 33,000,000 that number of shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance issuable upon the full exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, of which 7,161,530 are issued and outstanding shares, and (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Warrant. (f) Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder Holder, upon request, with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. View More

Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: Zoosk, Inc. Warrant 5. (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its ...terms. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been or will be duly authorized and reserved for issuance by the Company when exercisable and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for entity other than (1) the notice filings required by Rule 503 under the 1933 Act, and Section 25102.1 of the California securities law. Corporate Securities Law of 1968, as amended, and (2) the Company consents requirements with respect to the amendment of the Rights Agreement contemplated in Section 15 below. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of the Loan Agreement, provided that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds rights set forth in this Section 3.1 14(d) shall terminate and be of no further force or effect upon (1) the consummation of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As sale of the date hereof, Company's securities pursuant to a registration statement filed by the authorized Company under the 1933 Act in connection with the firm commitment underwritten offering of its securities to the general public or (2) subject to the survival of this Warrant pursuant to Section 7, the consummation of a merger or consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights and (ii) for purposes other than (A) the reincorporation of the Company in a different state or (B) the formation of a holding company that will be owned exclusively by the Company's stockholders and will hold all of the outstanding shares of capital stock of the Company consists Company's successor. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of (i) 33,000,000 that number of shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance issuable upon the full exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, of which 7,161,530 are issued and outstanding shares, and (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Warrant. (f) Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder Holder, upon request, with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock. View More

Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares o...f Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for filings required under California securities law. entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 33,000,000 shares of Common Stock, of which 11,166,001 shares are issued and outstanding and 271,221 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the 4. Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 shares of Series A Preferred Stock, all of which 7,161,530 are issued and outstanding shares, and outstanding; (iii) 9,271,221 shares of Series B Preferred Stock, of which 8,856,408 are issued and outstanding shares. Attached hereto as Exhibit B is a capitalization table summarizing the capitalization shares; (iv) shares of the Company. At the request Series C Preferred Stock, all of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number which are issued and outstanding; (v) shares of Series C-1 Preferred Stock, of which are issued and outstanding shares; (vi) shares of Series D Preferred Stock, all of which are issued and outstanding; and (vii) shares of Series E Preferred Stock, of which are issued and outstanding shares and shares are reserved for issuance upon the exercise of common stock and preferred stock. this Warrant. View More

Representations Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: 4 (a) The Company has all necessary authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. (b) The shares... of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company's Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity, except for other than filings required pursuant to Regulation D promulgated under California securities law. the 1933 Act. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, outstanding (but in no event after a Public Offering), the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Amended and Restated Investor Rights Agreement between the Company and the signatories thereto, dated as of August 9, 2007, as amended from time to time (the "Rights Agreement") regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). 5 Loan Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 33,000,000 115,000,000 shares of Common Stock, of which 11,166,001 8,831,480 shares are issued and outstanding and 271,221 963,856 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 7,496,660 2,500,000 shares of Series A Seed Convertible Preferred Stock, all of which 7,161,530 are issued and outstanding shares, (iii) 9,307,692 shares of Series A Convertible Preferred Stock, all of which are issued and (iii) 9,271,221 outstanding shares, (iv) 4,077,500 shares of Series B Convertible Preferred Stock, 4,062,500 of which are issued and outstanding shares, (v) 5,000,000 shares of Series B-1 Preferred Stock, all of which are issued and outstanding shares; (vi) 33,310,787 shares of Series C Preferred Stock, of which 8,856,408 32,432,417 are issued and outstanding shares. shares; and (vii) 19,036,143 shares of Series D Preferred Stock, of which 18,072,287 are issued and outstanding shares, Attached hereto as Exhibit B is a capitalization table summarizing the capitalization of the Company. At the request of Holder, Upon request, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common Common Stock, Preferred Stock, and any other series of stock and preferred stock. outstanding, provided, however, that the Company shall not be considered in default of this Warrant unless the Holder has not received such capitalization table within ten (10) days of such request. View More