Representations and Warranties of Participant. The Participant represents and warrants to the Company that:
Representations and Warranties of Participant. The Participant represents and warrants to the Company that he or she has received and reviewed a copy of the Plan.
Representations and Warranties of Participant. The following provision supplements Section 10 of the main body of the Agreement: Any shares of Stock received at vesting are accepted by the Participant as a personal investment. In the event that the Restricted Stock Units vest and shares of Stock are issued to the Participant (or the Participant's heirs) within six months of the date of grant, the Participant (or the Participant's heirs) agrees that the shares will not be offered to the public or otherwise disposed of prior to the six-month anniversary of the date of grant.
Representations and Warranties of Participant. The Participant hereby makes the following acknowledgements, representations, and warranties to the Company:
Representations and Warranties of Participant. The Participant represents and warrants to the Company that:
(a) he has received and carefully reviewed a copy of the Plan; and
(b) he understands that neither the Options nor any of the rights and interests under the Plan or hereunder may be assigned, encumbered or otherwise transferred (collectively, "Transferred") except, in the event of his death, by will or the laws and descent and distribution.
Representations and Warranties of Participant. Participant hereby makes the following representations and warranties to Bank:
(i) Participant is a corporation duly organized, validly existing and in good standing under the laws of the State of California;
(ii) Participant has the power and authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the transactions contemplated hereby;
(iii) this Agreement, together with any other document or instrument related to the transfer of the Common Stock, have been duly authorized, executed and delivered by Participant and, assuming the due authorization, execution and delivery of this Agreement by Bank constitute the valid and binding obligation of Participant enforceable against it in accordance with their terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally;
(iv) the execution, performance and delivery of this Agreement does not conflict with, or result in a breach of or default under, Participant’s articles of incorporation or by-laws, any agreement or instrument to which Participant is a party, or any federal, state or local law, regulation, ruling or interpretation to which Participant is subject;
(v) no consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the execution, delivery and performance by Participant of or compliance by Participant with this Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained;
(vi) each share of Common Stock issued to Bank hereunder is (A) duly authorized, duly issued, fully paid, and non-assessable, and (B) free and clear of all claims, liens, charges or encumbrances of any type;
(vii) Participant has reviewed the Policies and Procedures and Loan Documents, and conducted such other portfolio analysis and due diligence examination as it has deemed to be necessary and appropriate in connection with entering into this Agreement;
(A) Participant does not consider the acceptance of its participation hereunder to constitute the “purchase” or “sale” of a “security” within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934 or Rule 10b-5 promulgated thereunder, the Trust Indenture Act of 1939, the securities laws of the State of North Carolina, any other applicable securities statute or law, or any rule or regulation under ...
Representations and Warranties of Participant. The Participant represents and warrants to the Company that:
(a) Agrees to Terms of the Plan. The Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control. All capitalized terms not defined herein shall have the meaning ascribed to them as set forth in the Plan. The Participant acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or later disposition of the shares of Stock once the Award has vested, and that the Participant should consult a tax adviser prior to such time.
Representations and Warranties of Participant. Participant represents and warrants to the Company that Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Participant acknowledges that Participant has been advised to consult with a tax adviser with respect to the possible tax consequences of the Award.
Representations and Warranties of Participant. The Participant represents and warrants to the Company as follows:
(a) The Participant has received a copy of the Plan and has read and understands the terms of the Plan and this Award Agreement, and agrees to be bound by their terms and conditions. The Participant acknowledges that there may be adverse tax consequences upon the granting of the Awarded RSUs, vesting of the Awarded RSUs, or disposition of the Awarded RSUs once vested, and that the Participant should consult a tax adviser prior to such time.
(b) The Participant agrees to sign such additional documentation as may reasonably be required from time to time by the Company in connection with this Award Agreement.
Representations and Warranties of Participant. To induce MSGSA to enter into this Agreement, Participant represents and warrants to MSGSA as of the Effective Date and during the Term, and covenants with MSGSA as follows:
