Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 39 contracts
Sources: Warrant Agreement (99 Acquisition Group Inc.), Warrant Agreement (99 Acquisition Group Inc.), Warrant Agreement (99 Acquisition Group Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 33 contracts
Sources: Series Z Warrant Agreement (PAVmed Inc.), Warrant Agreement, Warrant Agreement (PAVmed Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or be responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 31 contracts
Sources: Warrant Agreement (China Healthcare Acquisition Corp.), Warrant Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Global Technology Industries, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company, or any Warrant or as to whether any shares of Common Stock Ordinary Shares will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 31 contracts
Sources: Warrant Agreement (Prospect Energy Holdings Corp.), Warrant Agreement (Ocean Capital Acquisition Corp), Warrant Agreement (Prospect Energy Holdings Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company, or any Warrant or as to whether any shares of Common Stock Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
Appears in 25 contracts
Sources: Warrant Agreement (Embrace Change Acquisition Corp.), Warrant Agreement (Aimei Health Technology Co., Ltd.), Warrant Agreement (Embrace Change Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 4. hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 12 contracts
Sources: Warrant Agreement (Cellcom Tech Inc), Warrant Agreement (Cellcom Tech Inc), Warrant Agreement (Dental Medical Diagnostic Systems Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 11 contracts
Sources: Warrant Agreement (CO2 Energy Transition Corp.), Warrant Agreement (CO2 Energy Transition Corp.), Warrant Agreement (CO2 Energy Transition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Class A Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 8 contracts
Sources: Warrant Agreement (Feutune Light Acquisition Corp), Warrant Agreement (Acri Capital Acquisition Corp), Warrant Agreement (Biotech Group Acquisition Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 8 contracts
Sources: Warrant Agreement (Capitol Investment Corp. VI), Warrant Agreement (Capitol Investment Corp. VII), Warrant Agreement (Capitol Investment Corp. VI)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 7 contracts
Sources: Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Symmetry Holdings Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
Appears in 7 contracts
Sources: Warrant Agreement (Nephros Inc), Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Pab Bankshares Inc)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 7 contracts
Sources: Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (Trian Acquisition I Corp.), Warrant Agreement (Mistral Acquisition CO)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 7 contracts
Sources: Warrant Agreement (Heckmann CORP), Warrant Agreement (Heckmann CORP), Warrant Agreement (Greenstreet Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Class A Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Class A Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 6 contracts
Sources: Warrant Agreement (Super Plus Acquisition Corp), Warrant Agreement (TG Venture Acquisition Corp.), Warrant Agreement (TG Venture Acquisition Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock willshall, when issued, be valid and fully paid and nonassessable.
Appears in 5 contracts
Sources: Warrant Agreement (EdtechX Holdings Acquisition Corp. II), Warrant Agreement (EdtechX Holdings Acquisition Corp. II), Warrant Agreement (EdtechX Holdings Acquisition Corp. II)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 Article IV hereof or be responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 4 contracts
Sources: Warrant Agreement (Sidhu Special Purpose Capital Corp.), Warrant Agreement (Sidhu Special Purpose Capital Corp.), Sponsor Warrant Purchase Agreement (Sidhu Special Purpose Capital Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 4 contracts
Sources: Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Chardan NexTech Acquisition 2 Corp.), Warrant Agreement (Rocket Pharmaceuticals, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Sources: Warrant Agreement (K Road Acquisition CORP), Warrant Agreement (Renewable Energy Acquisition Corp.), Warrant Agreement (K Road Acquisition CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Sources: Warrant Agreement (Symmetry Holdings Inc), Warrant Agreement (Navitas International CORP), Warrant Agreement (Navitas International CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Class A Ordinary Shares to be issued pursuant to this Agreement, the Amended and Restated Certificate Memorandum and Articles of Incorporation Association of the Company, or any Warrant or as to whether any shares of Common Stock Class A Ordinary Shares will, when issued, be valid and fully paid and nonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD), Warrant Agreement (Atlas Growth Acquisition LTD)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any the Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 3 contracts
Sources: Warrant Agreement (Liberty Lane Acquisition Corp.), Warrant Agreement (Third Wave Acquisition CORP), Warrant Agreement (Third Wave Acquisition CORP)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof)Warrant; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make calculations under Section 3 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Warrant Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Sources: Warrant Agreement (American Superconductor Corp /De/), Underwriting Agreement (American Superconductor Corp /De/)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 3 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant Agreement (Nexalin Technology, Inc.), Common Stock Purchase Warrant Agreement (Nexalin Technology, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant Warrants (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 5 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Sources: Warrant Agreement (Far East Energy Corp), Warrant Agreement (Far East Energy Corp)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof 2 of the Warrant or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Sources: Warrant Agreement (Asterias Biotherapeutics, Inc.), Warrant Agreement (Invivo Therapeutics Holdings Corp.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Parent Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Parent Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 2 contracts
Sources: Warrant Agreement (Co-Diagnostics, Inc.), Warrant Agreement (Co-Diagnostics, Inc.)
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable. This section 7.
Appears in 1 contract
Sources: Warrant Agreement
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 4. hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts acts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, will when issued, issued be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
Appears in 1 contract
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any New Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any New Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of New Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation of the Company, or any New Warrant or as to whether any shares of New Common Stock will, when issued, be valid and fully paid and nonassessablenon-assessable.
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