/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
Source views: Source JSON(ish) on GitHub (VSCode) Doc views: Document (&k=3.1.r00t): Visual Print Technical: OpenParameters Xray
Representations and Warranties of the {_Company}.
The {_Company} hereby represents and warrants to the Holder as of the date the first Note was issued as follows:- Organization, Good Standing and Qualification
The {_Company} is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The {_Company} has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The {_Company} is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the {_Company} or its business (a "{DefT.Material_Adverse_Effect}"). - Corporate Power
The {_Company} has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The {_Company}'s Board of Directors (the "{DefT.Board}") has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the {_Company} after reasonable inquiry concerning the {_Company}'s financing objectives and financial situation. - Authorization
All corporate action on the part of the {_Company}, the Board and the {_Company}'s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the {_Company} enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon conversion of this Note (the "{DefT.Conversion_Securities}"), when issued in compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws. - Events of Default
Governmental Consents - Compliance with Laws
To its knowledge, the {_Company} is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect. - Compliance with Other Instruments
The {_Company} is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the {_Company} or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the {_Company}, its business or operations or any of its assets or properties. Without limiting the foregoing, the {_Company} has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the {_Company} to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the {_Company} to offer or issue any securities of the {_Company} as a result of the consummation of the transactions contemplated hereunder. - No "Bad Actor" Disqualification
The {_Company} has exercised reasonable care to determine whether any {_Company} Covered Person (as defined below) is subject to any of the "bad actor" disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act ("{DefT.Disqualification_Events}"). To the {_Company}'s knowledge, no {_Company} Covered Person is subject to a Disqualification Event. The {_Company} has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of this Note, "{DefT.Company_Covered_Persons}" are those persons specified in Rule 506(d)(1) under the Act; provided, however, that {_Company} Covered Persons do not include (a) any Holder, or (b) any person or entity that is deemed to be an affiliated issuer of the {_Company} solely as a result of the relationship between the {_Company} and any Holder. - Offering
Assuming the accuracy of the representations and warranties of the Holder contained in Section 3.2 below, the offer, issue, and sale of this Note and the Conversion Securities (collectively, the "{DefT.Securities}") are and will be exempt from the registration and prospectus delivery requirements of the Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. - Use of Proceeds
The {_Company} shall use the proceeds of this Note solely for the operations of its business, and not for any personal, family or household purpose.