Recipient Representations. In view of the standards and commitments imposed on the Recipient by 49 U.S.C. § 5309(k)(3), the Recipient has provided sufficient representations and information to FTA so that FTA has reason to believe the following:
(i) FTA and the Recipient will enter into a Full Funding Grant Agreement for the Project; and
(ii) The terms of the ESWA will promote the ultimate completion of the Project more rapidly and at less cost.
Recipient Representations. The Recipient represents and warrants to the Company that the Recipient has received and read this Agreement and the Plan, that the Recipient has consulted with the Recipient’s own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions of this Agreement and the Plan, and that the Recipient is relying solely on the Recipient’s own advisers with respect to the tax consequences of this Agreement and the RSUs.
Recipient Representations. In view of the standards and commitments imposed on the Recipient by 49 U.S.C. § 5309(k)(3), the Recipient has provided sufficient representations and information to FTA so that FTA has reason to believe:
Recipient Representations. The Recipient makes the following representations and warranties to FII as of the date of this Agreement, with the intention that FII will rely on such representations and warranties in entering into this Agreement, and which representations and warranties will survive the execution and delivery of this Agreement and related documents:
(a) the Recipient is duly created and is validly existing under the laws of its jurisdiction of incorporation;
(b) the Recipient has the power, capacity and authority to own its assets and enter into this Agreement and to do all acts and things and execute and deliver all other documents or instruments as are required to be done, observed or performed by it pursuant to the provisions of this Agreement;
(c) the Recipient does not know of any fact that materially adversely affects, or could materially adversely affect, its properties, assets, condition (financial or otherwise), business or operations or its ability to fulfil its obligations under this Agreement;
(d) the Recipient is not aware of any breach of, or any default under all applicable laws, by-laws, rules and regulations that apply to or are binding on the Recipient, that materially affects or could materially affect the Recipient’s ability to fulfil its obligations under this Agreement;
(e) this Agreement is binding upon and enforceable against the Recipient; and
(f) all matters, statements, representations, warranties and covenants set out in the Project Proposal were true at the time the Project Proposal was submitted to FII and are true as of the date of this Agreement, and the Recipient will be bound by all commitments made in the Project Proposal.
Recipient Representations. Recipient represents that: (a) Recipient will use the KOMP Materials solely within the Field of Use and in accordance with all applicable laws and regulations; and (b) Recipient will not make any unauthorized transfer or sale of the KOMP Materials.
Recipient Representations. Recipient hereby makes the following certifications and representations with respect to the Shares listed above:
(a) Recipient 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. Recipient is acquiring these Shares for investment for Recipient’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.
(b) Recipient 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 Recipient’s investment intent as expressed herein. Recipient 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. Recipient further acknowledges and understands that the Company is under no obligation to register the Shares. Recipient understands that the certificate evidencing the Shares 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 Laws.
(c) Recipient 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. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, 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.
(d) In the event that the Company does not qualify under Rule 701 at the time of issuance of the Shares, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144.
(e) Recipient further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration ...
Recipient Representations. Recipient understands that the issuance of the shares of Common Stock has not been registered under the Securities Act. Recipient also understands that the shares of Common Stock are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Recipient’s representations contained in this Agreement. Recipient understands that the shares of Common Stock are “restricted securities” as that term is defined by Rule 144 under the Securities Act, and that Recipient may only resell such shares of Common Stock in a transaction registered under the Securities Act or subject to an available exemption therefrom, and in accordance with any applicable state securities laws. Recipient acknowledges that any physical certificate representing the shares of Common Stock may bear a legend to this effect.
Recipient Representations. Recipient represents and warrants that all of the following are true at the time of execution of this Agreement:
2.4.2.1 Recipient is a non-profit or for-profit organization that is in good standing.
2.4.2.2 Recipient’s project is located within the City of Maryville.
Recipient Representations. 2.1 Recipient represents and warrants that it has all proper authority to enter into this Share Transfer.
2.2 Recipient represents that it has reviewed publicly available filings for New Horizon Aircraft Ltd. (Nasdaq: HOVR) and that Recipient has the experience, knowledge, and understanding to review and assess those filings.
2.3 Recipient represents and acknowledges that it will be responsible for any Recipient taxes arising from the Transfer.
Recipient Representations. The Recipient represents and warrants to the Company that the Recipient has received and read this Agreement and the Plan, that the Recipient has consulted with the Recipient’s own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions 1 For example, pursuant to section 3, before the Award Date, (I) if the Recipient’s engagement with the Company as an Outside Director is terminated by the Company or by the Recipient for any reason or for no reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient.
