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.
(b) Optionee understands that if a registration statement covering the Common Stock under the Securities Act is not in effect when Optionee desires to sell the Common Stock, Optionee may be required to hold the Common Stock for an indeterminate period. Optionee also acknowledges that Optionee understands that any sale of the Common Stock which might be made by Optionee in reliance upon Rule 144 under the Securities Act may be made only in limited amounts in accordance with the terms and conditions of that Rule.
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 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 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. 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 complete 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. Optionee hereby makes the following certifications and representations with respect to the Shares listed above:
(a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Optionee is acquiring these Shares for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(b) Optionee acknowledges and understands that the Shares constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. Optionee understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Shares. Optionee understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.
(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Optionee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (i) the resale being made through a broker in an unsolicited “broker’s tran...
Optionee Representations. The representations in Section 23 of the Option Agreement are true and accurate on and as of the date hereof.
Optionee Representations. Optionee, by its execution of this Agreement, acknowledges, understands and represents that:
a. This option is a "restricted security";
b. Neither the Company nor any of its officers, agents or representatives have made or can make any assurance that either the granting or the exercise of this option will not give rise to adverse tax consequence to Optionee;
c. Upon exercise of this option, Optionee will receive "restricted securities" and consents to the imposition by the Company of a restrictive legend on any and all certificates representing said shares and the imposition by the Company of "stop transfer" order upon such certificate(s) with its Officers;
d. Optionee may sell, transfer, assign, encumber or otherwise dispose of all, or any portion, of this option only in compliance with applicable state and federal securities laws;
e. Optionee is acquiring this option and any shares purchased pursuant to this option for investment purposes only and not for distribution;
f. Optionee shall have no voting, dividend, participation, liquidation or other stockholder rights with respect to the shares covered by this option unless and until this option is exercised as to such shares;
g. Optionee is familiar with the Company's business and financial condition and realizes that no assurance can be given with respect to its ultimate commercial success; and
h. Optionee shall have no right to remedies against the Company or against any of its Officers, Directors, agents or representatives on account of any tax consequences flowing from the granting or exercise of this option.
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 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 Optionee will be solely responsible for any tax liability that may result to Optionee as a result of the transactions contemplated by this Agreement.
