Common use of Optionee Representations Clause in Contracts

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 current in its periodic report filings with the SEC and has filed all periodic reports required to be filed by the Company within the preceding twelve months.

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 hereunder, and the Shares to be received as a result of the exercise of the Option, are 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 Act1000 Xxx) of such Option or such Shares nor with the present intention of distributing or selling such OptionOption or such Shares; (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 the Shares to be received as a result of the exercise of the Option and to make an informed investment decision with respect to both the OptionOption and the Shares; (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 (or the Shares to be received as a result of the exercise of the Option) and is able to bear the economic risks of holding the Option or the Shares 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 neither the Option cannor any of such Shares can be transferred or sold unless subsequently registered under the 1933 Act and any applicable state securities laws and regulations or unless an exemption from such registration is available. The Optionee further acknowledges that if an exemption from registration is available, it may be conditioned on various requirements including, but not be exercised until limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company is again current in its periodic report filings with which are outside of the SEC and has filed all periodic reports required to be filed by the Company within the preceding twelve monthsOptionee’s control.