Director Representations. The Director hereby represents and warrants to the Company that
(i) he or she is acquiring the Option and shall acquire the Option Shares for his or her own account and not with a view towards the distribution thereof;
(ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders;
(iii) he or she understands that he or she must bear the economic risk of the investment in the Option Shares, which cannot be sold by his or her unless they are registered under the Securities Act of 1933 (the "1933 Act") or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;
(iv) in his or her position with the Company, he or she has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above;
(v) he or she is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and
(vi) in the absence of registration under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legend: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."
Director Representations. Director hereby represents and warrants that Director has reviewed with his or her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Director is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Director understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement. The Option, if exercised, will be exercised for investment and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.
Director Representations. Director hereby represents and warrants as follows:
(a) Director is legally competent and has all power and authority required to sign this Agreement;
(b) Director has not transferred any of the Restricted Stock on or prior to the Effective Date;
(c) No promise or agreement not expressed herein has been made to Director to induce him to sign this Agreement;
(d) In signing this Agreement, Director is not relying on any statement or representation of any of the Releasees that is not contained in this Agreement;
(e) Director has had a reasonable opportunity to review this Agreement and has had a reasonable opportunity to consult with his legal counsel and accountants with respect to the terms and the legal, financial and tax implications of this Agreement;
(f) The release set forth in Section 1 represents a commercial, arm’s length transaction by and between the parties to which such release refers; and
(g) Director, upon request, will execute and deliver any additional documents deemed by the Company or any successor thereto, to be reasonably necessary or desirable to complete the cancellation of the Restricted Stock.
Director Representations. The Director hereby acknowledges and represents the following:
Director Representations. The Director hereby represents and warrants to the Company that (i) the Option to be acquired by the Director pursuant to this Agreement and the Option Shares to be acquired upon exercise of the Option will be acquired for the Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act or any applicable state securities laws, and the Director Securities shall not be disposed of in contravention of the Securities Act or any applicable state securities laws, (ii) the Director is a member of the Board, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Option Shares, (iii) the execution, delivery and performance of this Agreement by the Director does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Director is a party or by which he is bound, and (iv) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Director, enforceable in accordance with its terms.
Director Representations. The Director represents that (a) he has not filed any complaints of any kind whatsoever with any local, state, federal, or governmental agency, court or arbitral or similar authority against any of the Company Released Parties, (b) he has made no assignment of any rights or claims he may have against any of the Company Released Parties to any person or entity, in each case, with respect to the Director Released Claims, (c) he has carefully read this agreement, has consulted with counsel of his choosing to the extent he has determined necessary and advisable and is signing this Agreement voluntarily and of his own free will and (d) this Agreement constitutes a legal, valid and binding obligation of the Director enforceable against him in accordance with its terms.
Director Representations. The Director specifically represents, warrants, and confirms that the Director:
(a) has not filed any claims, complaints, or actions of any kind against the Company Group with any court of law, or local, state, or federal government or agency;
(b) has not engaged in and is not aware of any unlawful conduct relating to the business of the Company Group.
Director Representations. The Director acknowledges that the Shares subject to the Restricted Stock Award are being assigned and transferred to the Director in a transaction not involving a public offering and pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended. The Director understands and agrees that the Shares subject to the Restricted Stock Award are being assigned and transferred to the Director without registration under any federal or state laws relating to the registration of securities, in reliance upon exemptions from registration under the appropriate federal and state laws based in part upon the representations the Director has made herein. In connection with the issuance of the Restricted Stock Award, the Director represents, warrants and agrees as follows:
(a) That the Shares subject to the Restricted Stock Award are being assigned and transferred to the Director for his own account and not for the account of any other person, with the intent of holding such Shares for investment purposes and not with the intent of participating, directly or indirectly, in a distribution or resale of such Shares or any portion thereof.
(b) The Director has had the opportunity to obtain all information necessary for the Director to make an informed decision with respect to the investment in the Company represented by the Restricted Stock Award.
(c) The Director has had complete access to and the opportunity to review all material documents related to the business of the Company, has examined all such documents as the Director desired, is familiar with the business and affairs of the Company and realizes that the Restricted Stock Award is a speculative investment and that any possible profit therefrom is uncertain.
(d) The Director is able to bear the economic risk of any investment in the Restricted Stock Award, including the risk of a complete loss of the investment, and the Director acknowledges that he may need to continue to bear the economic risk of the investment in the Restricted Stock Award for an indefinite period.
(e) The Director has not relied upon the Company or any agent of the Company with respect to any tax consequences related to the Restricted Stock Award or to the disposition of the underlying Shares.
Director Representations. Director hereby represents and warrants that Director has reviewed with his or her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Director is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Director understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement.
Director Representations. Director represents to PRGX that (a) the execution, delivery and performance of this Agreement by Director does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Director is a party or by which Director is bound, (b) Director is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity except as would not have an adverse effect on the business of PRGX or its affiliates, and (c) upon the execution and delivery of this Agreement by PRGX, this Agreement will be the valid and binding obligation of Director, enforceable in accordance with its terms.
