Common use of Representations and Warranties of Optionee Clause in Contracts

Representations and Warranties of Optionee. (a) Optionee represents and warrants that this Option is being acquired by Optionee for his or her personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof. (b) Optionee acknowledges that the Company may issue Shares upon the exercise of this Option without registering such Common Stock under the Securities Act of 1933, as amended (the "Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing such Shares and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Act or an exemption from such registration is available. Optionee further acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary.

Appears in 13 contracts

Samples: Stock Option Agreement (Tri Lite Inc /Pa/), Stock Option Agreement (Tri Lite Inc /Pa/), Stock Option Agreement (Tri Lite Inc /Pa/)

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Representations and Warranties of Optionee. (a) Optionee represents and warrants that this Option is being acquired by Optionee for his or her Optionee’s personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof. (b) Optionee acknowledges that the Company may issue Shares upon the exercise of this the Option without registering such Common Stock Shares under the Securities Act of 1933, as amended (the "Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing such Shares thereof and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Act or an exemption from such registration is available. . (c) Optionee further acknowledges that federal securities laws and the securities laws receipt of a copy of the state Plan and understands that all rights and obligations connected with this Option are set forth in which he or she resides may require this Agreement and in the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessaryPlan.

Appears in 2 contracts

Samples: Stock Option Agreement (En Pointe Technologies Inc), Independent Director Stock Option Agreement (Keith Companies Inc)

Representations and Warranties of Optionee. (a) Optionee represents and warrants that this Option is being acquired by Optionee for his or her Optionee’s personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof. (b) Optionee acknowledges that the Company may issue Shares upon the exercise of this the Option without registering such Common Stock Shares under the Securities Act of 1933, as amended (the "“Securities Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing such Shares thereof and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available. . (c) Optionee further hereby acknowledges that, in addition to certain restrictive legends that federal securities laws and the securities laws of the state in which he or she Optionee resides may require the placement of certain restrictive legends upon require, each certificate representing the Shares issued upon exercise of this Option, and Optionee hereby consents to may be endorsed with the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary.following legend:

Appears in 2 contracts

Samples: Stock Option Agreement (Global Music International, Inc.), Stock Option Agreement (Global Music International, Inc.)

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Representations and Warranties of Optionee. (a) Optionee represents and warrants that this Option is being acquired by Optionee for his or her Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition distribution thereof. (b) . Optionee acknowledges that the Company may issue Shares upon the exercise of this the Option without registering such Common Stock Shares under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing such Shares thereof and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Optionee Option acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available. Optionee further acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Tangible Asset Galleries Inc)

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