Common use of Representation Letter and Investment Legend Clause in Contracts

Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of an exercisable Option will not be effectively registered under the 1933 Act, upon any date on which the Option is exercised, the Employee (or the person exercising the Option pursuant to Paragraph 6) will give a written representation to the Company in the form attached hereto as Exhibit A, and the Company will place the legend described in Exhibit A upon any certificate for the Shares issued by reason of such exercise. (b) The Company 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 purpose of covering the issuance of Shares.

Appears in 4 contracts

Samples: Non Statutory Stock Option Agreement (Wh Holdings Cayman Islands LTD), Non Statutory Stock Option Agreement (Wh Intermediate Holdings LTD), Non Statutory Stock Option Agreement (Wh Holdings Cayman Islands LTD)

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Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of an exercisable the Option will shall not be effectively registered under the 1933 Actfederal Securities Act of 1933, upon any date on which as amended, when the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 3 and the Company will shall place the legend an "investment legend", so-called, as described in Exhibit A 3, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose purposes of covering the issuance issue of Shares.

Appears in 3 contracts

Samples: Stock Option Agreement (Eye Care Centers of America Inc), Stock Option Agreement (Eye Care Centers of America Inc), Stock Option Agreement (Eye Care Centers of America 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 an exercisable the Option will shall not be effectively registered under the Securities Act of 1933 (the “1933 Act”), upon any date on which the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 1 and the Company will shall place the legend an “investment legend”, so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose purposes of covering the issuance issue of Shares.

Appears in 3 contracts

Samples: Stock Option Agreement (Bruker Energy & Supercon Technologies, Inc.), Stock Option Agreement (Bruker Corp), Stock Option Agreement (Bruker Corp)

Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of an exercisable the Option will shall not be effectively registered under the Securities Act of 1933 Act(xxx 0000 Xxx ), upon any date on which the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form of attached hereto as Exhibit A, 1 and the Company will shall place the legend an investment legend, so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose purposes of covering the issuance issue of Shares.

Appears in 2 contracts

Samples: Stock Option Agreement (Cisco Systems Inc), Stock Option Agreement (Cisco Systems 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 an exercisable Option will not be effectively registered under the 1933 Act, upon any date on which the Option is exercised, the Employee (or the person exercising the Option pursuant to Paragraph 6) will give a written representation to the Company in the form attached hereto as Exhibit A, and the Company will place the legend described in Exhibit A A, upon any certificate for the Shares issued by reason of such exercise. (b) The Company 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 purpose of covering the issuance of Shares.

Appears in 2 contracts

Samples: Incentive Stock Option Agreement (Herbalife International Inc), Non Statutory Stock Option Agreement (Herbalife International 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 an exercisable the Option will shall not be effectively registered under the Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 1 and the Company will shall place the legend an "investment legend", so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose purposes of covering the issuance issue of Shares.

Appears in 1 contract

Samples: Non Qualified Stock Option Agreement (Haemonetics Corp)

Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of an exercisable the Option will shall not be effectively registered under the 1933 Actfederal Securities Act of 1933, upon any date on which as amended, when the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 1 and the Company will shall place the legend an "investment legend", so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose purposes of covering the issuance issue of Shares.

Appears in 1 contract

Samples: Stock Option Agreement (Eye Care Centers of America 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 an exercisable Option will not be effectively registered under the 1933 Act, upon any date on which the such Option is exercised, the Employee (or the person exercising the Option pursuant to Paragraph 6) will give a written representation to the Company in the form attached hereto as Exhibit AB, and the Company will place the legend described in Exhibit A B upon any certificate for the Shares issued by reason of such exercise. (b) The Company 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 purpose of covering the issuance of Shares.

Appears in 1 contract

Samples: Nonqualified Option Agreement (Interactive Health, Inc.)

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Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of an exercisable the Option will shall not be effectively registered under the Securities Act of 1933 (" 1933 Act"), upon any date on which the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 1 and the Company will shall place the legend an "investment legend", so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) . The Company will 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 purpose purposes of covering the issuance of SharesOption or exercise thereof.

Appears in 1 contract

Samples: Stock Option Agreement (Life Medical Sciences 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 an exercisable the Option will shall not be effectively registered under the Securities Act of 1933 (the “1933 Act”), upon any date on which the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 1 and the Company will shall place the legend an “investment legend,” so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose of covering the issuance issue of Shares.

Appears in 1 contract

Samples: Stock Option Agreement (Radvision LTD)

Representation Letter and Investment Legend. (a) In the event that for any reason the issuance of the Shares to be issued upon exercise of an exercisable the Option will shall not be effectively registered under the Securities Act of 1933 (the "1933 Act"), upon any date on which the Option is exercisedexercised in whole or in part, the Employee (or the person exercising the Option pursuant to Paragraph 6) will shall give a written representation to the Company in the form attached hereto as Exhibit A, 1 and the Company will shall place the legend an investment legend, so-called, as described in Exhibit A 1, upon any certificate for the Shares issued by reason of such exercise. (b) The Company will 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 purpose purposes of covering the issuance issue of Shares.

Appears in 1 contract

Samples: Stock Option Agreement (Cisco Systems 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 an the exercisable Option will not be effectively registered under the 1933 Act, upon any date on which the Option is exercised, the Employee Participant (or the person exercising the Option pursuant to Paragraph 6) will give a written representation to the Company in the form attached hereto as Exhibit A, and the Company will place the legend described in Exhibit A A, upon any certificate for the Shares issued by reason of such exercise. (b) The Company 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 purpose of covering the issuance of Shares.

Appears in 1 contract

Samples: Independent Directors Stock Option Agreement (Herbalife International Inc)

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