Common use of Grantee Representations Clause in Contracts

Grantee Representations. The Grantee hereby represents and warrants to the Company that: (i) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Restricted Stock is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the shares of Restricted Stock of the Company acquired by the Grantee hereunder are being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the 0000 Xxx) of such shares of Restricted Stock nor with the present intention of distributing or selling any of such shares of Restricted Stock; (iv) the Grantee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Grantee, or such Grantee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Grantee has requested or deemed relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Grantee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the shares of Restricted Stock of the Company and to make an informed investment decision with respect thereto; (vii) the Grantee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Grantee can bear a complete loss of the value of the shares of Restricted Stock and is able to bear the economic risks of holding the Restricted Stock for an indefinite period. The Grantee also understands that his shares of Restricted Stock have not been registered under the 1933 Act or any applicable state securities laws and regulations and that such shares of Restricted Stock cannot be transferred or sold unless an exemption from registration under federal and any applicable state securities laws and regulations is available. The Grantee further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Restricted Stock, and on information and other requirements relating to the Company which are outside of the Grantee’s control.

Grantee Representations. The Grantee hereby represents and warrants to the Company that: (ia) the Grantee understands and accepts that the grant of Restricted Stock Shares by the Company to the Grantee is intended to be exempt from registration under the Securities Act of 1933, as amended (the “1933 Act Act”) by virtue of Section 4(2) of the 1933 Act; (iib) the Grantee understands and accepts that the grant of Restricted Stock Shares by the Company to the Grantee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Restricted Stock Shares is deemed to be made, by virtue of transactional exemptions set forth therein; (iiic) the shares of Restricted Stock of the Company Shares acquired by the Grantee hereunder are being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the 0000 1000 Xxx) of such shares of Restricted Stock Shares nor with the present intention of distributing or selling any of such shares of Restricted StockShares; (ivd) the Grantee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (ve) the Company has made available to the Grantee, or such Grantee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Grantee has requested or deemed relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto)personnel; (vif) the Grantee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the shares of Restricted Stock of the Company Shares and to make an informed investment decision with respect thereto; (viig) the Grantee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viiih) the Grantee can bear a complete loss of the value of the shares of Restricted Stock Shares and is able to bear the economic risks of holding the Restricted Stock Shares for an indefinite period. The Grantee also understands that his shares of Restricted Stock Shares have not been registered under the 1933 Act or any applicable state securities laws and regulations and that such shares of Restricted Stock Shares cannot be transferred or sold unless subsequently registered under the 1933 Act (as contemplated by Section 7 below), unless an exemption from such registration under federal is available (including particularly the Securities and Exchange Commission’s Rule 144), and pursuant to any applicable state securities laws and regulations is availableregulations. The Grantee further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements (including those set forth in Rule 144) including, but not limited to, the time and manner of sale, the holding period for the shares of Restricted StockShares, and on information and other requirements relating to the Company which are outside of the Grantee’s control.

Grantee Representations. The Grantee hereby represents and warrants to the Company that: (i) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Restricted Stock is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the shares of Restricted Stock of the Company acquired by the Grantee hereunder are being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the 0000 1000 Xxx) of such shares of Restricted Stock nor with the present intention of distributing or selling any of such shares of Restricted Stock; (iv) the Grantee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Grantee, or such Grantee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Grantee has requested or deemed relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Grantee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the shares of Restricted Stock of the Company and to make an informed investment decision with respect thereto; (vii) the Grantee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Grantee can bear a complete loss of the value of the shares of Restricted Stock and is able to bear the economic risks of holding the Restricted Stock for an indefinite period. The Grantee also understands that his shares of Restricted Stock have not been registered under the 1933 Act or any applicable state securities laws and regulations and that such shares of Restricted Stock cannot be transferred or sold unless an exemption from registration under federal and any applicable state securities laws and regulations is available. The Grantee further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Restricted Stock, and on information and other requirements relating to the Company which are outside of the Grantee’s control.

Grantee Representations. The Grantee hereby represents and warrants to the Company that: (i) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Restricted Stock is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the shares of Restricted Stock of the Company acquired by the Grantee hereunder are being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the 0000 Xxx) of such shares of Restricted Stock nor with the present intention of distributing or selling any of such shares of Restricted Stock; (iv) the Grantee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Grantee, or such Grantee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Grantee has requested or deemed relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Grantee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the shares of Restricted Stock of the Company and to make an informed investment decision with respect thereto; (vii) the Grantee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Grantee can bear a complete loss of the value of the shares of Restricted Stock and is able to bear the economic risks of holding the Restricted Stock for an indefinite period. The Grantee also understands that his shares of Restricted Stock have not been registered under the 1933 Act or any applicable state securities laws and regulations and that such shares of Restricted Stock cannot be transferred or sold unless subsequently registered under the 1933 Act, unless an exemption from such registration under federal is available, and any applicable state securities laws and regulations is availableregulations. The Grantee further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the shares of Restricted Stock, and on information and other requirements relating to the Company which are outside of the Grantee’s control.