Common use of Covenants and Representations of Optionee Clause in Contracts

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (a) The Option is being received for Optionee's own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof. (b) Optionee is not acquiring the Option or any Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon an independent examination and judgment as to the prospects of the Company. (c) Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for Optionee to make an informed decision with respect to the investment in the Company represented by the Option and any Shares issued upon its exercise. (d) Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and Optionee acknowledges that Optionee must continue to bear the economic risk of any investment in Shares received upon exercise of the Option for an indefinite period. (e) Optionee understands and agrees that the Shares subject to the Option may be issued and sold to Optionee without registration under any state or federal laws relating to the registration of securities and in that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws. (f) Shares issued to Optionee upon exercise of the Option will not be offered for sale, sold or transferred by Optionee other than pursuant to: (i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (ii) an effective registration under the Act, or a transaction otherwise in compliance with such Act; and (iii) evidence satisfactory to the Company of compliance with all applicable state and federal securities laws. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws. (g) The Company will be under no obligation to register the Shares issuable pursuant to the Option or to comply with any exemption available for sale of the Shares by Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the Act available with respect to any sale of the Shares by Optionee. (h) Optionee has not relied upon the Company with respect to any tax consequences related to the grant or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee may be required or find desirable to file in connection therewith. In the event any valuation of the Option or Shares purchased pursuant to its exercise must be made under federal or state tax laws and such valuation affects any return or election of the Company, Optionee agrees that the Company may determine such value and that Optionee will observe any determination so made by the Company in all returns and elections filed by Optionee. In the event the Company is required by applicable law to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Company may withhold such taxes from any monetary amounts otherwise payable by the Company to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the Company, Optionee will pay to the Company such additional amounts as are required. (i) The agreements, representations, warranties and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Shares issued to Optionee from time to time pursuant to exercise of the Option. Acceptance by Optionee of any certificate representing Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company Corporation as follows: (a) The Option is being received for Optionee's own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof. (b) Optionee is not acquiring the Option or any Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon an independent examination and judgment as to the prospects of the CompanyCorporation. (c) Optionee has had the opportunity to ask questions of and receive answers from the Company Corporation and its executive officers and to obtain all information necessary for Optionee to make an informed decision with respect to the investment in the Company Corporation represented by the Option and any Shares issued upon its exercise. (d) Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and Optionee acknowledges that Optionee must continue to bear the economic risk of any investment in Shares received upon exercise of the Option for an indefinite period. (e) Optionee understands and agrees that the Shares subject to the Option may be issued and sold to Optionee without registration under any state or federal laws relating to the registration of securities and in that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws. (f) Shares issued to Optionee upon exercise of the Option will not be offered for sale, sold or transferred by Optionee other than pursuant to: (i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (ii) an effective registration under the ActSecurities Act of 1933, or a transaction otherwise in compliance with such Act; and (iii) evidence satisfactory to the Company Corporation of compliance with all applicable state and federal securities laws. The Company Corporation shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws. (g) The Company Corporation will be under no obligation to register the Shares issuable pursuant to the Option or to comply with any exemption available for sale of the Shares by Optionee without registration, and the Company Corporation is under no obligation to act in any manner so as to make Rule 144 promulgated under the Securities Act of 1933 available with respect to any sale of the Shares by Optionee. (h) Optionee has not relied upon the Company Corporation with respect to any tax consequences related to the grant or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee may be required or find desirable to file in connection therewith. In the event any valuation of the Option or Shares purchased pursuant to its exercise must be made under federal or state tax laws and such valuation affects any return or election of the Company, Optionee agrees that the Company may determine such value and that Optionee will observe any determination so made by the Company in all returns and elections filed by Optionee. In the event the Company is required by applicable law to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Company may withhold such taxes from any monetary amounts otherwise payable by the Company to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the Company, Optionee will pay to the Company such additional amounts as are required. (i) The agreements, representations, warranties and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Shares issued to Optionee from time to time pursuant to exercise of the Option. Acceptance by Optionee of any certificate representing Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (a) a. The Option is being received for Optionee's ’s own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof.; (b) b. Optionee is not acquiring the Option or any Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the SharesShares subject to this Option, but rather upon an independent examination and judgment as to the prospects of the Company.; (c) c. Optionee has had the opportunity to ask questions of and receive answers from the Company and any person acting on its executive officers behalf and to obtain has received all information necessary for Optionee to make an informed decision and data with respect to the investment Company that he has requested and which he has deemed relevant in the Company represented by connection with his receipt of the Option and any the Shares issued upon its exercise.subject thereto; (d) d. Optionee is able to bear the economic risk of any investment in the Sharesinvestment, including the risk of a complete loss of the his investment, and Optionee acknowledges that Optionee he must continue to bear the economic risk of any the investment in the Shares received upon Option exercise of the Option for an indefinite period.; (e) e. Optionee understands and agrees that the Shares subject to the Option may be issued and sold to Optionee without registration under any state or federal laws law relating to the registration of securities for sale, and in that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws.; (f) f. The Shares issued to Optionee upon exercise of the Option will not be offered for sale, sold or transferred by Optionee other than pursuant to: (: i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (; ii) an effective registration under the Securities Act of 1933 (the “1933 Act, ”) or a transaction otherwise in compliance with such the 1933 Act; and (and iii) evidence satisfactory to the Company of compliance with all the applicable state and federal securities laws. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws.; (g) g. The Company will be under no obligation to register the Shares issuable pursuant to the Option or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee.; (h) Optionee h. A legend indicating that the Shares issued pursuant to the Option has not relied upon been registered under the Company with respect applicable securities laws and referring to any tax consequences related to the grant or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result applicable restrictions on transferability and sale of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee Shares may be required placed on the certificate or find desirable certificates delivered to file in connection therewith. In the event Optionee, and any valuation transfer agent of the Option or Shares purchased pursuant to its exercise must be made under federal or state tax laws and such valuation affects any return or election of the Company, Optionee agrees that the Company may determine such value and that Optionee will observe any determination so made by the Company in all returns and elections filed by Optionee. In the event the Company is required by applicable law be instructed to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Company may withhold such taxes from any monetary amounts otherwise payable by the Company to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the Company, Optionee will pay to the Company such additional amounts as are required.require compliance therewith; (i) i. The agreements, representations, warranties warranties, and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Shares of the Company issued to Optionee from time to time pursuant to exercise of the this Option. Acceptance by Optionee of any certificate the certificate(s) representing Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (a) a. The Option is being received for Optionee's ’s own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof.; (b) b. Optionee is not acquiring the Option or any Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the SharesShares subject to this Option, but rather upon an independent examination and judgment as to the prospects of the Company.; (c) c. Optionee has had the opportunity to ask questions of and receive answers from the Company and any person acting on its executive officers behalf and to obtain has received all information necessary for Optionee to make an informed decision and data with respect to the investment Company that he has requested and which he has deemed relevant in the Company represented by connection with his receipt of the Option and any the Shares issued upon its exercise.subject thereto; (d) d. Optionee is able to bear the economic risk of any investment in the Sharesinvestment, including the risk of a complete loss of the his investment, and Optionee acknowledges that Optionee he must continue to bear the economic risk of any the investment in the Shares received upon Option exercise of the Option for an indefinite period.; (e) e. Optionee understands and agrees that the Shares subject to the Option may be issued and sold to Optionee without registration under any state or federal laws law relating to the registration of securities for sale, and in that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws.; (f) f. The Shares issued to Optionee upon exercise of the Option option will not be offered for sale, sold or transferred by Optionee other than pursuant to: (: i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (; ii) an effective registration under the Securities Act of 1933 (the “1933 Act, ”) or a transaction otherwise in compliance with such the 1933 Act; and (and iii) evidence satisfactory to the Company of compliance with all the applicable state and federal securities laws. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws.; (g) g. The Company will be under no obligation to register the Shares issuable pursuant to the Option or to comply with any exemption available for sale of the Shares by the Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the 1933 Act available with respect to any sale of the Shares by the Optionee.; (h) Optionee h. A legend indicating that the Shares issued pursuant to the Option has not relied upon been registered under the Company with respect applicable securities laws and referring to any tax consequences related to the grant or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result applicable restrictions on transferability and sale of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee Shares may be required placed on the certificate or find desirable certificates delivered to file in connection therewith. In the event Optionee, and any valuation transfer agent of the Option or Shares purchased pursuant to its exercise must be made under federal or state tax laws and such valuation affects any return or election of the Company, Optionee agrees that the Company may determine such value and that Optionee will observe any determination so made by the Company in all returns and elections filed by Optionee. In the event the Company is required by applicable law be instructed to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Company may withhold such taxes from any monetary amounts otherwise payable by the Company to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the Company, Optionee will pay to the Company such additional amounts as are required.require compliance therewith; (i) i. The agreements, representations, warranties warranties, and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Shares of the Company issued to Optionee from time to time pursuant to exercise of the this Option. Acceptance by Optionee of any certificate the certificate(s) representing Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company as follows: (a) The Option is being received for Optionee's own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof. (b) Optionee is not acquiring the Option or any Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon an independent examination and judgment as to the prospects of the Company. (c) Optionee has had the opportunity to ask questions of and receive answers from the Company and its executive officers and to obtain all information necessary for Optionee to make an informed decision with respect to the investment in the Company represented by the Option and any Shares issued upon its exercise. (d) Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and Optionee acknowledges that Optionee must continue to bear the economic risk of any investment in Shares received upon exercise of the Option for an indefinite period. (e) Optionee understands and agrees that the Shares subject to the Option may be issued and sold to Optionee without registration under any state or federal laws relating to the registration of securities and in that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws. (f) Shares issued to Optionee upon exercise of the Option will not be offered for sale, sold or transferred by Optionee other than pursuant to: (i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (ii) an effective registration under the Act, or a transaction otherwise in compliance with such Act; and (iii) evidence satisfactory to the Company of compliance with all applicable state and federal securities laws. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws. (g) The Company will be under no obligation to register the Shares issuable pursuant to the Option or to comply with any exemption available for sale of the Shares by Optionee without registration, and the Company is under no obligation to act in any manner so as to make Rule 144 promulgated under the Securities Act of 1933 available with respect to any sale of the Shares by Optionee. (h) Optionee has not relied upon the Company with respect to any tax consequences related to the grant or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee may be required or find desirable to file in connection therewith. In the event any valuation of the Option or Shares purchased pursuant to its exercise must be made under federal or state tax laws and such valuation affects any return or election of the Company, Optionee agrees that the Company may determine such value and that Optionee will observe any determination so made by the Company in all returns and elections filed by Optionee. In the event the Company is required by applicable law to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Company may withhold such taxes from any monetary amounts otherwise payable by the Company to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the Company, Optionee will pay to the Company such additional amounts as are required. (i) The agreements, representations, warranties and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Shares issued to Optionee from time to time pursuant to exercise of the Option. Acceptance by Optionee of any certificate representing Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.

Covenants and Representations of Optionee. Optionee represents, warrants, covenants and agrees with the Company Corporation as follows: (a) The Option is being received for Optionee's own account without the participation of any other person, with the intent of holding the Option and the Shares issuable pursuant thereto for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for resale in connection with, any distribution of the Shares or any portion thereof. (b) Optionee is not acquiring the Option or any Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares, but rather upon an independent examination and judgment as to the prospects of the CompanyCorporation. (c) Optionee has had the opportunity to ask questions of and receive answers from the Company Corporation and its executive officers and to obtain all information necessary for Optionee to make an informed decision with respect to the investment in the Company Corporation represented by the Option and any Shares issued upon its exercise. (d) Optionee is able to bear the economic risk of any investment in the Shares, including the risk of a complete loss of the investment, and Optionee acknowledges that Optionee must continue to bear the economic risk of any investment in Shares received upon exercise of the Option for an indefinite period. (e) Optionee understands and agrees that the Shares subject to the Option may be issued and sold to Optionee without registration under any state or federal laws relating to the registration of securities and in that event will be issued and sold in reliance on exemptions from registration under appropriate state and federal laws. (f) Shares issued to Optionee upon exercise of the Option will not be offered for sale, sold or transferred by Optionee other than pursuant to: (i) an effective registration under applicable state securities laws or in a transaction which is otherwise in compliance with those laws; (ii) an effective registration under the ActSecurities Act of 1933, or a transaction otherwise in compliance with such Act; and (iii) evidence satisfactory to the Company Corporation of compliance with all applicable state and federal securities laws. The Company Corporation shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the foregoing laws. (g) The Company Corporation will be under no obligation to register the Shares issuable pursuant to the Option or to comply with any exemption available for sale of the Shares by Optionee without registration, and the Company Corporation is under no obligation to act in any manner so as to make Rule 144 promulgated under the Securities Act of 1933 available with respect to any sale of the Shares by Optionee. (h) Optionee has not relied upon the Company Corporation with respect to any tax consequences related to the grant or exercise of this Option, or the disposition of Shares purchased pursuant to its exercise. Optionee acknowledges that, as a result of the grant and/or exercise of the Option, Optionee may incur a substantial tax liability. Optionee assumes full responsibility for all such consequences and the filing of all tax returns and elections Optionee may be required or find desirable to file in connection therewith. In the event any valuation of the Option or Shares purchased pursuant to its exercise must be made under federal or state tax laws and such valuation affects any return or election of the CompanyCorporation, Optionee agrees that the Company Corporation may determine such value and that Optionee will observe any determination so made by the Company Corporation in all returns and elections filed by Optionee. In the event the Company Corporation is required by applicable law to collect any withholding, payroll or similar taxes by reason of the grant or any exercise of the Option, Optionee agrees that the Company Corporation may withhold such taxes from any monetary amounts otherwise payable by the Company Corporation to Optionee and that, if such amounts are insufficient to cover the taxes required to be collected by the CompanyCorporation, Optionee will pay to the Company Corporation such additional amounts as are required. (i) The agreements, representations, warranties and covenants made by Optionee herein with respect to the Option shall also extend to and apply to all of the Shares issued to Optionee from time to time pursuant to exercise of the Option. Acceptance by Optionee of any certificate representing Shares shall constitute a confirmation by Optionee that all such agreements, representations, warranties and covenants made herein shall be true and correct at that time.