Optionee Representations. (a) With respect to a transaction occurring prior to such date as the Plan and Common Stock thereunder are covered by a valid Form S-8 or similar U.S. federal registration statement, Optionee agrees that in no event shall Optionee make a disposition of any of the Common Stock, unless and until: (i) Optionee shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition; and (ii) Optionee shall have furnished the Company with an opinion of counsel satisfactory to the Company to the effect that (A) such disposition will not require registration or qualification of such Common Stock under applicable U.S. federal, state or foreign securities laws or (B) appropriate action necessary for compliance with the U.S. federal, state or foreign securities laws has been taken; or (iii) the Company shall have waived, expressly and in writing, its rights under clauses (i) and (ii) of this Subsection.
Optionee Representations. The Optionee hereby represents and warrants to the Company that:
Optionee Representations. Optionee hereby represents and warrants that Optionee has reviewed with his or her own tax advisors the federal, state, and local tax consequences of the transactions contemplated by this Agreement. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee 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.
Optionee Representations. Optionee hereby represents and warrants to the Company that Optionee has reviewed with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement, including the grant of this Option by the Company. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement, including the grant by the Company of the Option. Optionee further understands that, as to matters involving an interpretation under the Plan, the Board of Directors of the Company (or an applicable committee thereof) has sole and complete discretionary authority to definitively interpret the Plan, which interpretation shall be final, conclusive and binding upon the Optionee.
Optionee Representations. The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of the Notice, this Agreement and the Plan and the Optionee’s decision to participate in the Plan is completely voluntary. Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the tax consequences of this stock option award.
Optionee Representations. The representations in Section 23 of the Option Agreement are true and accurate on and as of the date hereof.
Optionee Representations. The Optionee hereby represents and warrants to the Company that: (i) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Optionee understands and accepts that the grant of the Option by the Company to the Optionee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Option is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the Option acquired by the Optionee hereunder is 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 1933 Act) of such Option nor with the present intention of distributing or selling such Option; (iv) the Optionee 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 Optionee, or such Optionee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Optionee has requested or deems 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 Optionee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the Option and to make an informed investment decision with respect to the Option; (vii) the Optionee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Optionee can bear a complete loss of the value of the Option and is able to bear the economic risks of holding the Option for an indefinite period. The Optionee also understands that neither the Option nor the Shares to be received as a result of the exercise of the Option have been registered under the 1933 Act or any applicable state securities laws and regulations and that the Option cannot be exercised until the Company is again curre...
Optionee Representations. Optionee, by its execution of this Agreement, acknowledges, understands and represents that:
Optionee Representations. The Optionee represents to the Company that he has (a) received a copy of the Plan, (b) read it in its entirety, (c) had a reasonable opportunity to make inquiries as to its terms, (d) received satisfactory responses from the Company regarding the terms, and (e) understands the terms of the Plan. The Optionee represents, warrants and acknowledges to, and agrees with, the Company that he is acquiring the Options, and upon exercise of the Options, shall be acquiring the Common Stock for his own account for the purpose of investment only, and not with a view to, or for sale in connection with, any distribution thereof, and that he is not relying on the value of the Options as current compensation. The Optionee warrants and agrees that he will comply will all applicable laws relating to the Plan, the grant and exercise of the Options, and the disposition of the shares of Common Stock acquired upon exercise of the Options, including, without limitation, all Federal and state securities and “blue sky” laws.
Optionee Representations. Optionee hereby represents and warrants to the Company that Optionee has reviewed with his own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement, including the grant by the Company of the Option. Optionee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. Optionee understands that Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement, including the grant by the Company of the Option.
