Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. Executive represents and warrants that: (a) Executive understands that there are substantial restrictions on the transferability of the Units and, on the Closing Date and for an indefinite period following the Closing Date, there will be no public market for the Units and, accordingly, it may not be possible for Executive to liquidate Executive’s Units in case of emergency, if at all; (b) the terms of this Agreement provide that if Executive ceases to provide services to the Company or its Subsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (c) Executive understands and has taken cognizance of all the risk factors related to the Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (d) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the acquisition of the Units and to obtain any additional information which Executive deems necessary; and (e) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page.

Appears in 4 contracts

Samples: Management Unit Grant Agreement (PGA Holdings, Inc.), Management Unit Grant Agreement (PGA Holdings, Inc.), Management Unit Grant Agreement (PGA Holdings, Inc.)

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Additional Investment Representations. Executive represents and warrants that: (a) Executive understands that there are substantial restrictions on the transferability of the Units and, on the Closing Date and for an indefinite period following the Closing Date, there will be no public market for the Units and, accordingly, it may not be possible for Executive to liquidate Executive’s Units in case of emergency, if at all; (b) the terms of this Agreement provide that if Executive engages in Competitive Activity or ceases to provide services to be an employee of the Company or its Subsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may, under certain circumstances, be less than the Fair Market Value thereof; (c) Executive understands and has taken cognizance of all the risk factors related to the Units and, other than as set forth in this Agreement, no representations or warranties have been made to Executive or Executive’s representatives concerning the Units or the Company or their prospects or other matters; (d) Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its Subsidiaries, the Securityholders Agreement, the Company’s organizational documents and the terms and conditions of the acquisition of the Units and to obtain any additional information which Executive deems necessary; and (e) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page.

Appears in 4 contracts

Samples: Management Unit Grant Agreement (PGA Holdings, Inc.), Management Unit Grant Agreement (PGA Holdings, Inc.), Management Unit Grant Agreement (PGA Holdings, Inc.)

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