REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, if, in the option of counsel for the Company, such representation is required by any relevant provision of the laws referred to in Section 6(a). At the option of the Company, a stop transfer order against any shares may be placed on the official stock books and records of the Company, and two legends may be stamped on the stock certificate, one of which indicating that the shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, and the second of which indicating that the shares may not be pledged, sold, or otherwise transferred except in compliance with, if applicable, the Company's Shareholders' Agreement. The Board of Directors may also require such other action or agreement by the optionees as may from time to time be necessary to comply with the federal and state securities laws.
REPRESENTATIONS BY OPTIONEE. As a condition to exercise of any Option, the Optionee hereby represents, warrants and agrees that he will not make any sale, transfer or other disposition of said Stock except in compliance with the Securities Act of 1933, as amended.
REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this option, the Company may not require the Optionee to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such shares, if mutually agreed, such representation is required by any relevant provisions of the laws referred to in Section 5(a). At the option of the Company, a stop transfer order against any Shares may be placed on the official stock books and records of the Company, and two legends may be stamped on the stock certificate, one of which indicating that the Shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation. The Board of Directors of the Company (the "Board") may also require such other action or agreement by the optionees as may from time to time be necessary to comply with the federal and state securities laws. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER THIS PROVISION NOR ANY OTHER PROVISION SHALL OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR STOCK HEREUNDER.
REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this Option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares, if, in the opinion of counsel for the Company, such representation is required by any relevant provision of the laws referred to in Section 12(a). At the option of the Company, a stop transfer order against any shares may be placed on the official stock books and records of the Company, and a legend indicating that the shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the stock certificate in order to assure exemption from registration. The Board of Directors may also require such other action or agreement by the optionees as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR STOCK HEREUNDER.
REPRESENTATIONS BY OPTIONEE. As a condition precedent to the exercise of any Option, the Company may require the Optionee to represent and warrant, at the time of exercise, that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such representations and warranties are required by any applicable law.
REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of this Option, the Company may require Optionee to make certain representations and warranties necessary to comply with federal and state securities laws.
REPRESENTATIONS BY OPTIONEE. As a condition to exercise of any Option, the Optionee hereby represents, warrants and agrees with the Company as follows:
(a) He is purchasing the Stock with respect to which such Option is being exercised for his own account for investment purposes and not with any present intention to resell or distribute the same.
(b) He will not make any sale, transfer or other disposition of said Stock except in compliance with the Securities Act of 1933, as amended (hereinafter referred to as the "Act") and Rules and Regulations thereunder.
(c) He is familiar with all of the provisions of Rule 144 including (without limitation) the two (2) year holding period thereunder.
(d) He understands that the Company is under no obligation to register the sale, transfer or other disposition of said Stock by him or on his behalf or to take any other action necessary in order to make compliance with an exemption from registration available.
REPRESENTATIONS BY OPTIONEE. As a condition to the exercise of any of this Option, the Optionee shall represent, warrant and agree with the Company as follows:
a. He is purchasing the Stock with respect to which such Option is being exercised for his own account for investment purposes and not with any present intention to resell or distribute the same.
b. He has been advised that the issuance of said Stock has not been registered under the Securities Act of 1933, as amended (hereinafter referred to as the "Act"), and that said Stock must be held indefinitely unless (i) distribution of said Stock has been made registered under the Act, (ii) a sale of said Stock is made in conformity with the provisions of Rule 144, or (iii) in the opinion of counsel acceptable to the Company some other exemption from registration is available.
c. He will not make any sale, transfer or other disposition of said Stock except in compliance with the Act and Rules and Regulations thereunder.
d. He is familiar with all of the provisions of Rule 144 including (without limitation) the holding periods thereunder.
e. He understands that the Company is under no obligation to register the sale, transfer or other disposition of said Stock by him or on his behalf or to take any other action necessary in order to make compliance with an exemption from registration available.
f. He understands that stop transfer instructions will be given to the Company transfer agent with respect to said Stock and that there will be a restrictive legend placed on the certificates for said Stock stating in substance:
REPRESENTATIONS BY OPTIONEE a. OPTIONEE represents to Optionor that all work performed by OPTIONEE and its employees, contractors and agents with respect to the Gold Dust Claims during the term of this Agreement shall be done in accordance with good mining practice. OPTIONEE shall comply with all applicable laws and regulations, including environmental laws; provided, however, that OPTIONEE may contest in good faith any such laws and regulations or any claims that OPTIONEE has not complied with such laws and regulations. Subject to the provisions of this Agreement, OPTIONEE assumes responsibility for the work done by it on the Gold Dust Claims and specifically shall indemnify, defend and hold harmless Optionor for and on account of claims, demands or liabilities arising out of or in connection with Operations hereunder. OPTIONEE represents that it shall pay for all labor performed upon or material furnished to the Gold Dust Claims at the request of OPTIONEE, its employees, contractors and agents and shall keep the Gold Dust Claims free and clear from any and all liens of mechanics or materialmen in connection with services performed and material supplied at OPTIONEE's request.
REPRESENTATIONS BY OPTIONEE. Optionee acknowledges, covenants, represents and warrants to Company, as of the Effective Date and on a continuing basis thereafter, including as of the date of each exercise of the Option, each of the following:
12.1. All Shares issuable upon exercise of the Option shall be acquired for investment purposes only, for Optionee's own account, and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Optionee does not have any agreement or understanding, directly or indirectly, with the Company or any other person to distribute or resell any of the Shares.
12.2. The Company has granted the Option without the payment or exchange of consideration or value by Optionee, other than Optionee's agreement to the terms and conditions of this Agreement and Optionee's employment agreement with the Company (including but not limited to the confidentiality and covenant not to compete provisions thereof), and Optionee has no investment risk in the Shares issuable on exercise of the Option by virtue of the grant of the Option. The cash proceeds of the Exercise Price of the Shares issuable on exercise of the Option shall be added to the general funds of the Company and used for the Company's general corporate purposes, as the Board of Directors shall determine.
12.3. The Company has not solicited Optionee to purchase the Shares issuable on exercise of the Option. Optionee has not acquired the Option as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
12.4. Optionee is (i) an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "Commission") or (ii) if not an "accredited investor" but, either alone or with its purchaser representative(s), has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Shares and acknowledges that the Company reasonably believes that Optionee comes within this description.
12.5. Optionee and/or its purchaser representative(s), if any, have obtained or have been furnished and are familiar with all publicly available financial, operational, business and other data, statements, information and materials relating to the business, fin...
