Common use of Holder Representations Clause in Contracts

Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last twenty-four (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 Shares; (iv) he or she has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the Holder’s investment in the Company and has had the opportunity to consult with his or her own advisers with respect to the investment in the Company; and (v) he or she understands and agrees that if a stock certificate evidencing the Shares is issued prior to the expiration of the Restriction Period, it shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof and the terms and conditions of the WisdomTree Investments, Inc. 2022 Equity Plan.”

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

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Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last twenty-four (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 Shares; (ivi) he or she has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit the Holder him or her to evaluate the merits and risks of the Holder’s investment in the Company and has had the opportunity to consult with his or her own advisers with respect to the investment in the Company; and (vii) he or she understands and agrees that if a stock certificate evidencing the Shares is issued prior to the expiration of the Restriction Restricted Period, it shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof and the terms and conditions of the WisdomTree Investments, Inc. 2022 2016 Equity Plan.”

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he or she is acquiring the Option and, unless the Option Shares have been registered under the Act, he shall acquire the Option Shares, for his own account and not with a view towards the distribution thereof; (ii) he has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (iiiii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last twenty-four (24) 12 months and all reports issued by the Company to its stockholdersshareholders; (iiiiv) 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 him unless they are registered under the Act or an exemption therefrom is available thereunder; (ivv) in his position with Company, he or she has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit the Holder to evaluate the merits and risks of the Holder’s investment in the Company and has had both the opportunity to consult with his or her own advisers with respect ask questions and receive answers from the officers and directors of 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 investment in extent Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the Companyaccuracy of the information obtained pursuant to clause (iii) above; and (vvi) he is aware that, in the absence of registration under the Act or she understands his ability to sell the Option Shares pursuant to Rule 144(k) promulgated under the Act, Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares and agrees that if a stock certificate the certificates evidencing the Option Shares is issued prior to the expiration of the Restriction Period, it shall also bear the following legend: "The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, a copy for investment and have not been registered under the Securities Act of which is on file with the Company, and 1933. The shares may not be transferred, pledged sold or disposed transferred in the absence of except in accordance with the terms and conditions thereof and the terms and conditions of the WisdomTree Investments, Inc. 2022 Equity Plansuch registration or an exemption therefrom under said Act."

Appears in 1 contract

Samples: Stock Option Agreement (Big City Bagels Inc)

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Holder Representations. The Holder hereby represents and warrants to the Company that: (i) he or she has received a copy of the Plan and the prospectus filed pursuant to Rule 424 under the Securities Act of 1933, as amended, as in effect as of the date of this Agreement; (ii) he or she has received a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last twenty-four (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 Shares; (iv) he or she has had such an opportunity as he or she has deemed adequate to obtain from the Company such information as is necessary to permit the Holder him or her to evaluate the merits and risks of the Holder’s investment in the Company and has had the opportunity to consult with his or her own advisers with respect to the investment in the Company; and (v) he or she understands and agrees that if a stock certificate evidencing the Shares is issued prior to the expiration of the Restriction Restricted Period, it shall also bear the following legend: “The shares represented by this certificate have been acquired pursuant to a Restricted Stock Agreement, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof and the terms and conditions of the WisdomTree Investments, Inc. 2022 2016 Equity Plan.”

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

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