Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.
Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
Representation Fee A. If an employee does not become a member of the Association during any membership year which is covered in whole or in part by this Agreement, said employee will be required to pay a representation fee to the Association for that membership year. The purpose of this fee will be to offset the employee's per capita cost of services rendered by the Association as majority representative.
PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1. The State may at its option secure the services of a person or persons known as a Clerk-of-the-Works, referred to herein as a "Clerk". The Clerk(s) shall, for all purposes of this Agreement, report and be solely responsible to the State. The State may at any time dismiss the Clerk(s) for cause or convenience; however, any such action shall not affect the State's and ARCHITECT/ENGINEER'S obligations under this Agreement. In such event, the State shall use their best efforts to secure the services of a Clerk or Clerks under this paragraph as soon as is practicable if the State deems it necessary.
Representation Regarding Contingent Fees The Firm represents that it has not retained a person to solicit or secure a State contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except as disclosed in the contractor’s bid or proposal (if applicable).
Monitoring of Contribution Limitations Information The Custodian shall not be responsible for monitoring the amount of contributions made to the designated beneficiary’s account or the income levels of any depositor or contributor for purposes of assuring compliance with applicable state or federal tax laws.
Representations Remain True The Assuming Institution represents and warrants that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and Confidentiality Agreement and that all information provided and representations made by or on behalf of the Assuming Institution in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby) are and remain true and correct in all material respects and do not fail to state any fact required to make the information contained therein not misleading.
Continuing Nature of Representations and Warranties The representations and warranties set forth in this Section are made as of the Effective Date and deemed made continually throughout the Term. If at any time during the Term, any Party obtains actual knowledge of any event or information which causes any of the representations and warranties in this Article 7 to be materially untrue or misleading, such Party shall provide the other Party with written notice of the event or information, the representations and warranties affected, and the action, if any, which such Party intends to take to make the representations and warranties true and correct. The notice required pursuant to this Section shall be given as soon as practicable after the occurrence of each such event.
Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.2. Nothing herein may be construed to limit the right of the District to consult with CSEA on any matter outside of the scope of representation.
Client Representations Client represents and warrants to Consultant that;
