Representations and Warranties of Optionholder Sample Clauses

Representations and Warranties of Optionholder. The Optionholder represents and options as follows: (a) The Optionholder understands that the Company has limited business operations and revenues to date. The Optionholder has had adequate opportunity to obtain publicly available information concerning the business of the Company. The Company has not nor does it have any obligation to disclose any material non-public information to Optionholder, nor will the Company have any obligation to update Optionholder with any material non-public information of which it may become aware after the date hereof. The Optionholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, is able to bear the risks of an investment in the Company and understands the risks of, and other considerations relating to, the purchase of its Securities. (b) Any Securities to be acquired hereunder are being acquired by the Optionholder for the Optionholder’s own account for investment purposes only and not with a view to resale or distribution. (c) Optionholder either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Optionholder’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with any purchase of the Company’s Securities. (d) Optionholder is not aware of the publication of any advertisement in connection with the offer or sale of the Securities. (e) The Optionholder understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated. The Optionholder understands and agrees further that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act and appropriate state securities laws or an exemption from registration under the Securities Act and appropriate state securities laws covering the sale of the Securities as applicable, is available. The Optionholder understands that legends stating that the Securities has not been registered under the Securities Act and state securities laws and setting out or referring ...
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Representations and Warranties of Optionholder. The Optionholder hereby represents and warrants that, as of the date hereof and the Effective Date (a) the Optionholder has full legal right, power and authority to execute and deliver this Agreement and perform the Optionholder’s obligations hereunder, (b) this Agreement has been duly and validly executed and delivered by the Optionholder and constitutes a legal, valid and binding obligation of the Optionholder, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and (c) the Optionholder is the registered and beneficial owner of all the Options issued to the Optionholder pursuant to each Option Agreement, possesses good title thereto, free and clear of all liens, claims, encumbrances or other restrictions on transfer and holds no options or warrants for, or any other rights to acquire, any shares of the Company other than (i) the Options issued pursuant to each Option Agreement that will be cancelled as of immediately prior to the Effective Time pursuant to this Agreement and (ii) as set forth in Exhibit B.
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Representations and Warranties of Optionholder. The Optionholder hereby represents, warrants and acknowledges that as of the moment immediately following the Effective Time, the Optionholder will surrender the Company Stock Options and/or Company Restricted Stock free and clear of all liens (including any claims of spouses under applicable community property laws), except those liens that may arise as a result of applicable securities laws. The Optionholder hereby represents, warrants and acknowledges that, as of the date hereof, he or she holds the Company Stock Options and/or Company Restrict Stock set forth on Exhibit A hereto, and that he or she holds no other option, restricted share, warrant or right to acquire Shares, any Share appreciation right or any similar rights with respect to Shares.
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Representations and Warranties of Optionholder. Optionholder hereby represents and warrants to the Purchaser, the Company and the Sellers that the statements contained in this Section 3 are true and correct as of the date hereof and, if the Closing Date is later than the date hereof, will be true and correct as of the Closing Date.
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Representations and Warranties of Optionholder. Optionholder hereby represents and warrants to Company as of the date of this Agreement and as of the Closing Date, as follows:
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Representations and Warranties of Optionholder. The Company Optionholder hereby represents and warrants that, as of the date hereof: (a) he or she has full legal right, power, capacity, and authority to execute and deliver this Agreement and perform the Company Optionholder’s obligations hereunder, and this Agreement has been duly executed and delivered by him or her and constitutes his or her legal, valid, and binding obligation, enforceable against him or her in accordance with its terms; (b) immediately prior to the date hereof, he or she was the record and beneficial owner of the Unvested Company Options, free and clear of all encumbrances; (c) he or she has consulted, or had the opportunity to consult, with his or her legal counsel or other advisors with respect to, and fully understands the meaning and intent of, this Agreement, including, but not limited to, the final and binding effect of this Agreement and the acknowledgments, releases, waivers and appointments contained herein. NONE OF THE COMPANY, ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES IS GIVING ANY TAX ADVICE IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Related to Representations and Warranties of Optionholder

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that: A. The options granted hereby and the Shares which will be purchased by and delivered to Optionee upon exercise of such options are being acquired by Optionee for his own account and not with a view to resale or other disposition thereof. B. Optionee will not sell, transfer, or make any other disposition of any option or the shares to be purchased and delivered to Optionee hereunder upon the exercise of such option unless and until (a) such option or shares, as applicable, are included in a registration statement or a post-effective amendment under the Securities Act which has been filed by the Optionor and declared effective by the Securities and Exchange Commission (the "SEC"), or (b) in the opinion of counsel for the Optionor, no such registration statement or post-effective amendment is required, or (c) the SEC has first issued a "no action" letter regarding any such proposed disposition of any option or the shares.

  • REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE The Optionee represents and warrants to the Optionor that:

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Shareholder Shareholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Stockholders Each Stockholder on its own behalf represents and warrants to Parent, severally and not jointly, as of the date hereof with respect to such Stockholder, that:

  • Representations and Warranties of Executive Executive represents and warrants to the Company that— (a) Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and (c) in connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.

  • Representations and Warranties of Grantee Grantee hereby represents and warrants to Issuer that:

  • Representations and Warranties of the Shareholder The Shareholder represents and warrants to Purchaser as follows:

  • Representations and Warranties of the Stockholder The Stockholder hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Each Stockholder Each Stockholder hereby severally, and not jointly, represents and warrants to Parent and Purchaser (as to such Stockholder) as follows:

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