/Docs/G/SeriesSeed-Cooley-CmA/notes/Convertible_Promissory_Note/0.md
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Representations and Warranties.
- 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.
Representations and Warranties of the Holder
The Holder hereby represents and warrants to the {_Company} as of the date hereof as follows:- Purchase for Own Account
The Holder is acquiring the Securities solely for the Holder's own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. - Information and Sophistication
Without lessening or obviating the representations and warranties of the {_Company} set forth in Section 3.1 above, the Holder hereby: (A) acknowledges that the Holder has received all the information the Holder has requested from the {_Company} and the Holder considers necessary or appropriate for deciding whether to acquire the Securities, (B) represents that the Holder has had an opportunity to ask questions and receive answers from the {_Company} regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Holder and (C) further represents that the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risk of this investment. - Ability to Bear Economic Risk
The Holder acknowledges that investment in the Securities involves a high degree of risk, and represents that the Holder is able, without materially impairing the Holder's financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Holder's investment. - Further Limitations on Disposition
Without in any way limiting the representations set forth above, the Holder further agrees not to make any disposition of all or any portion of the Securities unless and until:- There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
- The Holder shall have notified the {_Company} of the proposed disposition and furnished the {_Company} with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the {_Company}, the Holder shall have furnished the {_Company} with an opinion of counsel, reasonably satisfactory to the {_Company}, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.
- Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Holder to a partner (or retired partner) or member (or retired member) of the Holder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Holders hereunder.
Accredited Investor Status
The Holder is an "accredited investor" as such term is defined in Rule 501 under the Act.No "Bad Actor" Disqualification
The Holder represents and warrants that neither (A) the Holder nor (B) any entity that controls the Holder or is under the control of, or under common control with, the Holder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing in reasonable detail to the {_Company}. The Holder represents that the Holder has exercised reasonable care to determine the accuracy of the representation made by the Holder in this paragraph, and agrees to notify the {_Company} if the Holder becomes aware of any fact that makes the representation given by the Holder hereunder inaccurate.Foreign Investors
If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "_Code_")), the Holder hereby represents that he, she or it has satisfied itself as to the full observance of the laws of the Holder's jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Note, including (A) the legal requirements within the Holder's jurisdiction for the purchase of the Securities, (B) any foreign exchange restrictions applicable to such purchase, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Holder's subscription, payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Holder's jurisdiction.Forward-Looking Statements
With respect to any forecasts, projections of results and other forward-looking statements and information provided to the Holder, the Holder acknowledges that such statements were prepared based upon assumptions deemed reasonable by the {_Company} at the time of preparation. There is no assurance that such statements will prove accurate, and the {_Company} has no obligation to update such statements.