Common use of Representations and Warranties of Grantee Clause in Contracts

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx and Tipping Policy (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price).

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx and Tipping Policy Procedures and Guidelines (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price).

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to, and agrees with, the Company that: (a) Grantee has reviewed, understood, and carefully considered the various risks of the Company and its business and affairs, including its proposed operations. Grantee has no need for liquidity with respect to the Company as follows:Awarded Shares and is able, without significantly impairing his financial condition, to hold the Awarded Shares and bear the economic risk of an investment in the Awarded Shares for an indefinite time and can afford a complete loss of such investment. a. The (b) Grantee has been furnished or has had access to all information and the legal right business records of the Company which it considers necessary or advisable to enable him to make a decision about the acquisition of the Awarded Shares and capacity corresponding investment in the Company, including the Company’s most recent Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and the Company’s subsequent filings with the SEC, and has had an adequate opportunity to enter into this Agreement ask questions of, and fully understands receive answers from, the Company concerning any and all matters relating to (i) the terms and conditions of this Agreement, (ii) the acquisition of the Awarded Shares, (iii) the business, operations, market potential, capitalization, financial condition and prospects of the Company and (iv) all other matters deemed relevant by Grantee. b. The (c) Grantee is acquiring understands and acknowledges that (i) the Restricted Stock for investment purposes only Awarded Shares are and not with a view to, or in connection with, will be “restricted securities” under the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. The Grantee understands , and agrees that none are transferred and acquired in a private transaction not involving a public offering within the meaning of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption that is exempt from the registration requirements of the Securities Act Act, (ii) the Awarded Shares have not been and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx and Tipping Policy (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be are not being registered under the Securities Act or under the “blue sky” laws or securities laws of any state or other jurisdiction, and (iii) Grantee has not been induced to comply with acquire the Awarded Shares by any exemption public solicitation or advertisement within the meaning of the Securities Act. Grantee understands that the Awarded Shares may not be sold or otherwise Transferred without registration under the Securities Act which would permit or an exemption therefrom and that in the shares absence of an effective registration statement covering the Awarded Shares or any available exemption from registration under the Securities Act, the Awarded Shares must be held indefinitely. The Company may require an opinion of counsel, satisfactory to the Company, regarding the compliance with the applicable securities laws of any sale or transfer of the Restricted Stock Awarded Shares. Grantee will Transfer the Awarded Shares only in a manner consistent with his representations, warranties and agreements set forth in this Agreement. (d) Grantee (i) is acquiring the Awarded Shares for investment for his own account, not for or as a nominee or agent of any other person, and not with a view to, or for resale in connection with, any “distribution” of any such securities within the meaning of the Securities Act, and (ii) has no present intention of selling, granting any participation in, or otherwise distributing or Transferring the Awarded Shares to be sold acquired by him. Except as set forth in or otherwise transferred contemplated by this Agreement, Grantee does not have any contract, undertaking, agreement, commitment, or arrangement with any person to Transfer, or grant any participation to any person with respect to, any of the Awarded Shares. (e) Grantee acknowledges and agrees that (i) because of exemption relied upon for the grant of the Awarded Shares under this Agreement, Grantee’s resale or transfer of the Awarded Shares will be restricted, (ii) the Company is not and will not be under any obligation to register the Awarded Shares, or cause them to be registered, or to obtain or assist in obtaining any exemption from registration, for any resale or transfer of the Awarded Shares, and (iii) Rule 144 promulgated by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism SEC is not immediately available for the purpose resale or transfer of establishing any of the Awarded Shares and may not be available at the time Grantee desires to resell any of the Awarded Shares, and any reliance on Rule 144 will be subject to compliance with all of the applicable conditions thereto. (f) Each stock certificate representing the Awarded Shares shall bear a price)legend in substantially the following form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES AS TO WHICH A PRIOR OPINION OF COUNSEL MAY BE REQUIRED BY THE ISSUER OR THE TRANSFER AGENT.” The Awarded Shares will be subject to a stop-transfer order reflecting the restrictions on resale and transfer described in this Section 9.

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. A. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. B. The Grantee is acquiring the Restricted Shares subject to the Stock Options for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. C. If any Shares subject to the Stock Options shall be registered under the Securities Act, no public offering (otherwise than on a national securities exchange, as defined in the Securities Exchange Act of 1934, as amended) of any Shares acquired hereunder shall be made by the Grantee (or any other person) under such circumstances that he or she (or such person) may be deemed an underwriter, as defined in the Securities Act. D. The Grantee understands and agrees that none of the shares of Shares subject to the Restricted Stock Options may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group SEACOR Marine Holdings Inc. Xxxxxxx Xxxxxxx and Tipping Policy Procedures and Guidelines (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of Shares subject to the Restricted Stock Options or any other Shares or shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of Shares subject to the Restricted Stock Options to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price). E. Notwithstanding anything herein to the contrary, the Company shall have no obligation to deliver any Shares hereunder or make any other distribution of benefits under hereunder unless such delivery or distribution would comply with all applicable laws (including, without limitation, the Securities Act), and the applicable requirements of any securities exchange or similar entity.

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. A. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. B. The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. C. The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group SEACOR Holdings Inc. Xxxxxxx Xxxxxxx and Tipping Policy (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price).

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. A. The Grantee has the legal right and capacity to enter into this Agreement and he fully understands the terms and conditions of this Agreement. b. B. The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “"Securities Act”"). c. C. The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “"blue sky” " laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx SEACOR HOLDINGS Insider Trading and Tipping Policy (the “Xxxxxxx Xxxxxxx Policy”"Insider Trading Poxxxx"). The Grantee Xxx Xxxntee further understands that the Company txxx xxx Xxxxxxx has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Insider Trading Policy, no trade may be executed in any interest or position intxxxxx xx xxxxxxon relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “"collar” " or other mechanism for the purpose of establishing a price).

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. (a) The Grantee has the legal right and capacity to enter into this Agreement and he fully understands the terms and conditions of this Agreement. b. (b) The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “"Securities Act”"). c. (c) The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “"blue sky” " laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx SEACOR HOLDINGS Insider Trading and Tipping Policy (the “Xxxxxxx Xxxxxxx "Insider Trading Policy”"). The Grantee further Xxx Xxxxxxx xxrther understands that the Company has no Xxxxxxx xxx xx obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Insider Trading Policy, no trade may be executed in any interest or position relating ox xxxxxxxx xxxxting to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “"collar” " or other mechanism for the purpose of establishing a price).

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. (a) The Grantee is acquiring purchasing the Restricted Stock Options and the Option Shares for investment purposes only only, for its own account and not with a view to, or for sale in connection with, the public any distribution thereof in violation of Federal or state securities law. (b) By reason of its business or financial experience, Grantee has the United States capacity to protect its own interests in connection with the transactions contemplated hereunder. (c) The Grantee 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 Options and the Option Shares. (d) The Grantee is an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”"). c. (e) The Grantee understands that (a) the Option Shares have not been and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx and Tipping Policy (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder, (2) Grantee shall have delivered to comply the Company an opinion of counsel, in a generally acceptable form, to the effect that the Option Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (3) the Option Shares can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) ("Rule 144"); (b) any sale of the Option Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Option Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act which would permit or the shares rules and regulations of the Restricted Stock Securities Exchange Commission thereunder; and (c) neither the Company nor any other person is under any obligation to be sold register the Option Shares under the Securities Act or otherwise transferred by any state securities laws or to comply with the Grantee. The terms and conditions of any exemption thereunder. (f) Grantee further understands that, without approval that the certificate(s) or other instrument(s) representing the Option Shares shall bear a restrictive legend in writing pursuant to substantially the Xxxxxxx Xxxxxxx Policy, no trade following form (and a stop-transfer order may be executed in any interest or position relating to the future price placed against transfer of Company securitiessuch stock certificates): LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, such as a put optionAS AMENDED, call optionOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, or short sale (which prohibition includesSOLD, among other thingsTRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, establishing any “collar” or other mechanism for the purpose of establishing a price)AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL. IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. A. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. B. The Grantee is acquiring the Restricted Shares subject to the Stock Options for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. C. If any Shares subject to the Stock Options shall be registered under the Securities Act, no public offering (otherwise than on a national securities exchange, as defined in the Securities Exchange Act of 1934, as amended) of any Shares acquired hereunder shall be made by the Grantee (or any other person) under such circumstances that he or she (or such person) may be deemed an underwriter, as defined in the Securities Act. D. The Grantee understands and agrees that none of the shares of Shares subject to the Restricted Stock Options may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with any applicable xxxxxxx xxxxxxx policy of the Era Group Inc. Xxxxxxx Xxxxxxx and Tipping Policy Company (as may be in effect from time to time, the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of Shares subject to the Restricted Stock Options or any other Shares or shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of Shares subject to the Restricted Stock Options to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price). E. Notwithstanding anything herein to the contrary, the Company shall have no obligation to deliver any Shares hereunder or make any other distribution of benefits under hereunder unless such delivery or distribution would comply with all applicable laws (including, without limitation, the Securities Act), and the applicable requirements of any securities exchange or similar entity.

Representations and Warranties of Grantee. The Grantee hereby represents and warrants to the Company as follows: a. A. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement. b. B. The Grantee is acquiring the Restricted Stock for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the United States Securities Act of 1933, as amended (the “Securities Act”). c. C. The Grantee understands and agrees that none of the shares of the Restricted Stock may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with the Era Group Inc. Xxxxxxx Xxxxxxx and Tipping Policy Company’s xxxxxxx xxxxxxx policy (the “Xxxxxxx Xxxxxxx Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any of the shares of the Restricted Stock or any other shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit the shares of the Restricted Stock to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Xxxxxxx Xxxxxxx Policy, no trade may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price).