Representation of Participant Sample Clauses

Representation of Participant. The Participant represents and acknowledges that the Participant: a) has received, reviewed and understands the contents of the document prepared by the Company entitled "Information for Participants," which contains information on the Plan, includes a copy of the Plan as Exhibit A, and constitutes a prospectus under Section 10(a) of the Securities Act of 1933, as amended; b) has had an opportunity to request and, if so requested, to copy or examine all documents, records and books pertaining to the Participant's participation in the Plan, including all documents specifically incorporated by reference in the prospectus discussed above; c) has had an opportunity to ask questions of and, if asked, to receive satisfactory answers from the Company, through its executive officers and other representatives acting on its behalf, concerning the terms and conditions for the Plan and the business, affairs and prospects of the Company; d) understands that the Company has not guaranteed the amount of gross or net proceeds realizable to the Participant upon any sale of shares of Common Stock of the Company received by the Participant under the Plan; e) rendered bona fide services to the Company or a subsidiary of the Company, or is party to a binding agreement to render bona fide services to the Company or a subsidiary of the Company, as a result of which the compensation liability to be extinguished by the Company's performance of this Agreement arose, and such services were not rendered in connection with the offer or sale of securities in a capital-raising transaction or to promote or maintain a market in the Company's Common Stock.
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Representation of Participant. Participant represents and warrants to the Company as follows: (a) Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. (b) The Options exercised herewith are exercisable only according to the schedule in the Option Agreement. (c) Participant is aware of the business affairs and financial condition of the Company and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. (d) Participant has business or financial experience sufficient to enable Participant to protect Participant's own interests in connection with the exercise of these Options. (e) Participant is acquiring the Shares for investment for Participant's own account only and not with a view to, for the resale in connection with, any "distribution" thereof within the meaning if the Securities Act of 1933, as amended (the "Securities Act"). (f) Participant acknowledges and understands that the Shares are "restricted securities" and have not been registered under the Securities Act in reliance upon a specific exemption from registration. Participant acknowledges that such exemption depends upon, among other things, the bona fide nature of Participant's investment intent as expressed herein. Participant further 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. Participant further acknowledges and understands that the Company is under no obligation to register the Shares. Participant understands that the certificate representing the Shares will bear a legend that 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 law. The Company will not require an opinion of counsel where the transaction is made pursuant to a registration or Rule 144. (g) Participant is aware of the adoption 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 Company in a nonpublic offering, subject to the satisfaction of certain conditions. Participant further understands that if the applicable requirements of Rule 701 or Rule 144 are not satisfied, th...
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Representation of Participant. Upon the acceptance of the Common Shares by the Participant following the vesting of such Common Shares hereunder, the Participant shall be deemed to represent that the Participant has not engaged in nor has any intention of engaging in any action that would constitute a violation of the Restrictive Covenants or any Non-Compete Covenant.
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Representation of Participant. Upon the acceptance by the Participant of the cash payable following the vesting of Share Units hereunder, the Participant shall be deemed to represent that the Participant has not engaged in nor has any intention of engaging in any action that would constitute a violation of the Restrictive Covenants or any Non-Compete Covenant.
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Representation of Participant. A Fund and its Index Receipt Agent and Distributor shall require, as a condition to the acceptance of a deposit of Deposit Securities, information from the Participant regarding ownership of the Shares by such Participant and its customers, and to rely thereon to the extent necessary to make a determination regarding ownership of 80 percent or more of the Fund’s currently outstanding Shares by a Beneficial Owner.
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Representation of Participant. (a) Participant is aware that an investment in the Shares is subject to a high degree of risk, including the possibility of the complete loss of all investment, the lack of a public market, and limited transferability such that it will not be possible to liquidate the investment readily, and Participant is capable of bearing these risks and burdens and will reasonably benefit from this investment. (b) Participant has not been advised that any person will receive compensation as a Participant representative or in any other capacity in connection with Participant’s receipt of the Shares. (c) The offer to grant the Shares was directly communicated to the Participant by the Company through one or more representatives of the Company in such a manner that the Participant was able to ask questions of and receive answers from such representative concerning the terms and conditions of this investment and activities of the Company; at no time was the Participant presented with or solicited by or through any leaflet, public promotional meeting, radio or television presentation, or any other form of general advertising or general solicitation in connection with such communicated offer. (d) Except as expressly disclosed in this Award Agreement, the Shares are being acquired solely for Participant’s own account, for investment, and not with a view to the resale, distribution, subdivision, or fractionalization thereof. (e) The Shares have been offered pursuant to exemptions provided under federal and state securities laws based upon the sophistication and financial strength of prospective Participants. Under these exemptions, the rules which govern the form and content of disclosures to persons less sophisticated than the participant or having less financial strength than the Participant, do not apply and the Participant bears the responsibility for analyzing the business and tax consequences of an investment in the Shares and for analyzing the Company. Participant acknowledges that he or she is entitled to such information and documents from the Company as it may require in order to exercise this responsibility, and that in order to exercise this responsibility effectively, the Participant must be diligent in making such inquiries and in exercising good business judgment as to the information obtained. (f) No federal or state agency has made any finding or determination as to the fairness for public investment nor any recommendation or endorsement of the Shares. The Sha...
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Representation of Participant. Participant hereby represents and warrants that Participant understands that the Participation Certificates will not be registered or qualified under the Securities Act of 1933.
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Representation of Participant. Participant acknowledges receipt of a copy of the Plan and understands that all rights and obligations connected with the RSUs are set forth in this Agreement and the Plan.
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Related to Representation of Participant

  • Representations of Participant Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Representation of Executive The Executive represents and warrants that the Executive is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.

  • ROLE OF PARTICIPANT The Participant acknowledges and agrees that for all purposes of this Agreement, the Participant shall have no authority in any matter or in any respect to act as agent of the Distributor, the Transfer Agent or the Trust. (a) In executing this Agreement, the Participant agrees, in connection with any purchase or redemption transactions in which it acts for a customer or for any other DTC Participant or indirect participant, or any other beneficial owner of Shares (each a “Beneficial Owner”), that it shall extend to any such party all of the rights, and shall be bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus. (b) The Participant agrees (i) subject to any privacy obligations or other obligations arising under the federal or state securities laws it may have to its customers, to assist the Distributor in ascertaining certain information regarding sales of Shares made by or through Participant upon the request of the Trust or the Distributor necessary for the Funds to comply with their obligations to distribute information to its shareholders as may be required from time to time under applicable state or federal securities laws, and (ii) to deliver prospectuses, as may be amended or supplemented from time to time, proxy material, annual and other reports of the Funds or other similar information that the Funds are obligated to deliver to their shareholders to the Participant’s customers that custody Shares with the Participant, after receipt from the Funds or the Distributor of sufficient quantities to allow mailing thereof to such customers. None of the Distributor, the Trust or any of their respective affiliates shall use the names, addresses and other information concerning Participant’s customers for any purpose except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings described in this clause (b) of Section 5, or as may otherwise be required by applicable law. (c) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation. (d) The Participant further represents that its Anti-Money Laundering Program, at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under Sec. 326 of the USA Patriot Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Act and (viii) allows for appropriate regulators to examine its AML books and records. (e) The Participant represents that from time to time it may be a Beneficial Owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of Shares. To the extent that it is a Beneficial Owner of Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) its beneficially owned Shares. The Distributor, as attorney and proxy for the Participant under this Section 5(e), (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees or attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees or substitute attorneys.

  • Participant’s Representations In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

  • Status of Participant (a) The Participant hereby represents, covenants, and warrants that it is and will continue to be a participant in DTC (“DTC Participant”) so long as this Agreement is in full force and effect and that, with respect to Purchase Orders or Redemption Orders placed through the Clearing Process, it is and will continue to be a member of NSCC and a participant in the CNSS so long as this Agreement is in full force and effect. The Participant may place Purchase Orders or Redemption Orders either through the Clearing Process or outside the Clearing Process through the DTC, subject to the procedures for purchase and redemption referred to in paragraph 2 and the AP Handbook. If a Participant loses its status as a DTC Participant or NSCC member, or its eligibility to participate in the CNSS, the Participant shall promptly notify the Distributor in writing of the change in status or eligibility. Upon such notice, the Distributor, in its sole discretion, may terminate this Agreement. (b) The Participant hereby represents and warrants that it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and is a member in good standing of the Financial Industry Regulatory Authority (the “FINRA”). The Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of the FINRA, and that it will not offer or sell Fund Shares of any Fund in any state or jurisdiction where such shares may not lawfully be offered and/or sold. (c) If the Participant is offering and selling Fund Shares of any Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered or qualified as a broker or dealer, or to be a member of the FINRA, as set forth above, the Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 as amended (the “1933 Act”) and the regulations promulgated thereunder, and to conduct its business in accordance with the spirit of the FINRA Conduct Rules.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Death of Participant Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

  • Representation by the Holder The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

  • 10b-5 Representation At the time of effectiveness of the Registration Statement (or at the time of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Statutory Prospectus and the Prospectus do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. The Registration Statement, as of the Effective Date and at the Applicable Time, did not, and the amendments and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Statutory Prospectus, as of the Applicable Time (or such subsequent Applicable Time pursuant to Section 2.1.1), did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Statutory Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus or the Statutory Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Statutory Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not and will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the Underwriters, the information with respect to stabilization transactions contained in the section entitled “Underwriting - Stabilization” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters” (such information, collectively, the “Underwriters’ Information”).

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