Representations and Warranties of Valdy Clause Samples

Representations and Warranties of Valdy. Valdy hereby represents and warrants to INX and the INX Securityholders as set forth below in this Section 3.1, and acknowledges that INX and the INX Securityholders are relying upon the accuracy of each of such representations and warranties in connection with the Securities Exchange and the completion of the other transactions hereunder. Notwithstanding the foregoing, INX and the INX Securityholders acknowledge that, except for the representations of Valdy made in Subsections 3.1(3) and 3.1(17)(a) through 3.1(17)(c), all the representations and warranties made by Valdy in this Agreement are true and correct as of the date of the Initial Agreement and Valdy has not updated its representations and warranties to be accurate as of the date hereof.
View SourceView Similar (3)
Representations and Warranties of Valdy. Valdy hereby represents and warrants to INX and the INX Securityholders as follows, and acknowledges that INX and the INX Securityholders are relying upon the accuracy of each of such representations and warranties in connection with the Securities Exchange and the completion of the other transactions hereunder:
View SourceView Similar (3)
Representations and Warranties of Valdy. ▇▇▇▇▇ represents and warrants to the Agents and the Purchasers (and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering and that such representations and warranties have been incorporated by reference in the Subscription Agreements for the benefit of the Purchasers), that: (a) Valdy is a corporation duly incorporated under the Laws of British Columbia, and has all requisite corporate power and authority and is duly qualified and holds all Permits, licenses and authorizations required to carry on its business as now conducted, and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution, liquidation or winding up. (b) Valdy has no direct or indirect subsidiary or any investment or proposed investment in any person or any agreement, option or commitment to acquire any such investment. (c) No person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the purchase or acquisition of any securities of Valdy, other than (i) options to purchase 1,400,000 Valdy Common Shares, (ii) pursuant to the Valdy Finder's Fee Agreement and (iii) pursuant to the Business Combination. (d) Valdy is a reporting issuer in each of the provinces of British Columbia and Alberta and is not in default of the requirements of the Securities Laws in such jurisdictions. (e) The authorized capital of Valdy consists of an unlimited number of common shares without par value, of which, as at the date hereof, 11,583,333 common shares are issued and outstanding as fully paid and non-assessable shares in the capital of Valdy. (f) The minute books and records of ▇▇▇▇▇ from the date of incorporation to the date hereof, which ▇▇▇▇▇ has made available to the Agents and Agents' counsel in connection with their due diligence investigation of Valdy, are complete contain copies of all proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders and the directors (or any committee thereof), as applicable, thereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors, members or managers, as applicable, of Valdy to the date hereof not reflected in such records. (g) Valdy has all requisite corporate power, authority and capacity to enter into Valdy Transaction Documents and, subject to app...
View Source

Related to Representations and Warranties of Valdy

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: