Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares.
Appears in 31 contracts
Samples: Stock Option Agreement (Green Mountain Coffee Inc), Stock Option Agreement (Green Mountain Coffee Inc), Stock Option Agreement (Green Mountain Coffee Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the a vested Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option Option is exercised in whole exercised, the Employee (or in part, the person exercising the Option pursuant to Section 7) shall give a written representation to the Company in the form attached hereto as Exhibit 1 A, and the Company shall place an "investment legend", so-called, as the legend described in on Exhibit 1A, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares; provided, that the Company will use its reasonable best efforts to comply with any available exemption from registration and qualification of the Shares under applicable federal and state securities laws.
Appears in 9 contracts
Samples: Executive Employment Agreement (Signal Medical Services), Executive Employment Agreement (Signal Medical Services), Stock Option Agreement (Signal Medical Services)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the an exercisable Option shall not be effectively registered under the Securities Act of 1933, as amended (the "“1933 Act"”), upon any date on which the option Option is exercised in whole exercised, the Optionee (or in part, the person exercising the Option pursuant to Section 7) shall give a written representation to the Company in the form attached hereto as Exhibit 1 A, and the Company shall place an "investment legend", so-called, as the legend described in on Exhibit 1A, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares; provided, that the Company will use its reasonable best efforts to comply with any available exemption from registration and qualification of the Shares under applicable federal and state securities laws.
Appears in 6 contracts
Samples: Stock Option Agreement (Universal Hospital Services Inc), Stock Option Agreement (Universal Hospital Services Inc), Stock Option Agreement (Universal Hospital Services Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of the an exercisable Option shall will not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option Option is exercised in whole exercised, the Employee (or in part, the person exercising the Option shall pursuant to Paragraph 6) will give a written representation to the Company in the form of paragraph 1 of Exhibit A attached hereto as Exhibit 1 hereto, and the Company shall will place an "investment legend", so-called, as the Securities Act legend described in paragraph 2 of Exhibit 1, A upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall will be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes purpose of covering the issue issuance of Shares.
Appears in 4 contracts
Samples: Non Statutory Stock Option Agreement (Wh Holdings Cayman Islands LTD), Non Statutory Stock Option Agreement (Wh Holdings Cayman Islands LTD), Non Statutory Stock Option Agreement (Wh Intermediate Holdings LTD)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "“1933 Act"”), upon any date on which the option Option is exercised in whole exercised, the Optionee (or in part, the person exercising the Option pursuant to Section 7) shall give a written representation to the Company in the form attached hereto as Exhibit 1 A, and the Company shall place an "investment legend", so-called, as the legend described in on Exhibit 1A, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue issuance of the Shares; provided, that the Company will use its reasonable best efforts to comply with any available exemption from registration and qualification of the Shares under applicable federal and state securities laws.
Appears in 3 contracts
Samples: Stock Option Agreement (Syncor Diagnostics Bakersfield, LLC), Stock Option Agreement (Insight Health Services Holdings Corp), Stock Option Agreement (Insight Health Services Holdings Corp)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify the Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of the Shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Skysat Communications Network Corp), Stock Option Agreement (Skysat Communications Network Corp)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Symbollon Corp), Incentive Stock Option Agreement (First Alert Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 I and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Green Mountain Coffee Inc), Stock Option Agreement (Green Mountain Coffee Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached at tached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares.
Appears in 1 contract
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the a vested Option shall not be effectively registered under the Securities Act of 1933, as amended (the "“1933 Act"”), upon any date on which the option Option is exercised in whole exercised, the Employee (or in part, the person exercising the Option pursuant to Section 7) shall give a written representation to the Company in the form attached hereto as Exhibit 1 A, and the Company shall place an "investment legend", so-called, as the legend described in on Exhibit 1A, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of Shares; provided, that the Company will use its reasonable best efforts to comply with any available exemption from registration and qualification of the Shares under applicable federal and state securities laws.
Appears in 1 contract
Samples: Stock Option Agreement (Insight Health Services Holdings Corp)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), upon any date on which the option Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of SharesOption or exercise thereof.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Life Medical Sciences Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "1933 the"1933 Act"), ) upon any date on which the option Option is exercised in whole or in part, the person exercising the Option option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify the Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of the Shares.
Appears in 1 contract
Samples: Stock Option Agreement (Bigmar Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended (the "" 1933 Act"), ) upon any date on which the option Option is exercised in whole or in part, the person exercising the Option option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify the Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes of covering the issue of the Shares.
Appears in 1 contract
Samples: Stock Option Agreement (Bigmar Inc)
Representation Letter and Investment Legend. (a) In the event that for any reason the Shares to be issued upon exercise of the Option shall not be effectively registered under the Securities Act of 1933, as amended 1933 (the "1933 Act"), upon any date on which the option Option is exercised in whole or in part, the person exercising the Option shall give a written representation to the Company in the form attached hereto as Exhibit 1 and the Company shall place an "investment legend", ," so-called, as described in Exhibit 1, upon any certificate for the Shares issued by reason of such exercise.
(b) The Company shall be under no obligation to qualify Shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purposes purpose of covering the issue of Shares.
Appears in 1 contract