Common use of Additional Representations from You Clause in Contracts

Additional Representations from You. If you exercise an Option at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must — represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless: a registration statement under the Act is effective at the time of disposition with respect to the Option Shares you propose to sell, transfer, or otherwise dispose of; or the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 2 contracts

Samples: 2010 Stock Incentive (Biodel Inc), 2010 Stock Incentive (Biodel Inc)

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Additional Representations from You. If you exercise an the Option at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must — · represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and · agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless: · a registration statement under the Act is effective at the time of disposition with respect to the Option Shares you propose to sell, transfer, or otherwise dispose of; or · the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 1 contract

Samples: Nqso Agreement (HMS Holdings Corp)

Additional Representations from You. If you exercise an the Option at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must — (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the Option Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required. 11.

Appears in 1 contract

Samples: Employee Nqso Agreement (Warner Bros. Discovery, Inc.)

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Additional Representations from You. If you exercise an the Option at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the 1933(the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must - (a) represent to the Company, in a manner satisfactory to the Company’s 's counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the Option Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required. 11.

Appears in 1 contract

Samples: Employee Stock Option Agreement

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