Common use of Management Stockholder’s Representations, Warranties and Agreements Clause in Contracts

Management Stockholder’s Representations, Warranties and Agreements. 5.1 The Management Stockholder acknowledges that the Management Stockholder has been advised that a restrictive legend in the form set forth in Section 4 shall be placed on the certificates representing the Common Stock. 5.2 If any shares of the Common Stock are to be disposed of in accordance with an applicable resale exemption or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at, or prior to, the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC. 5.3 The Management Stockholder represents and warrants that (a) with respect to the Common Stock, the Management Stockholder has received and reviewed the available information relating to the Common Stock, including having received and reviewed the documents related thereto, certain of which documents set forth the rights, preferences and restrictions relating to securities convertible or exercisable into Common Stock (the “Stock Rights”) and the Common Stock underlying the Stock Rights and (b) the Management Stockholder has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which the Management Stockholder deems necessary to evaluate the merits and risks related to the Management Stockholder’s investment in the Common Stock and to verify the information contained in the information received as indicated in this Section 5.3, and the Management Stockholder has relied solely on such information. 5.4 The Management Stockholder further represents and warrants that (a) the Management Stockholder’s financial condition is such that the Management Stockholder can afford to bear the economic risk of holding the Common Stock for an indefinite period of time and has adequate means for providing for the Management Stockholder’s current needs and personal contingencies, (b) the Management Stockholder can afford to suffer a complete loss of the Management Stockholder’s investment in the Common Stock, (c) the Management Stockholder understands and has taken cognizance of all risk factors related to the Common Stock, and (d) the Management Stockholder’s knowledge and experience in financial and business matters are such that the Management Stockholder is capable of evaluating the merits and risks of the Common Stock as contemplated by this Agreement.