Representations by Xxxxxxxxx. 6.4.1 Developer’s designated Right of Way Acquisition Manager (“ROW Acquisition Manager”) shall be entitled to undertake the right of way acquisition services described in Section 7 of the Technical Provisions on behalf of TxDOT as its agent for such limited purpose, subject to the conditions and limitations of Section 6.2.7 and this Section 6.4.
6.4.2 In performing such activities, ROW Acquisition Manager shall at all times follow the standard of care and conduct and be subject to all Laws applicable to a licensed real estate broker in the State, and shall at all times conform with applicable Law (including, to the extent applicable, the Uniform Act) in all communications and interactions with the owners or occupants of the Project ROW or any other real property in which Developer seeks to obtain any right or interest.
6.4.2.1 Except as provided in Section 6.4.2.2, any individual person or entity identified by Developer to represent the State of Texas (“State”) and who is to contact owners of real property interests, to make offers to or negotiate the purchase of such real property interests, or otherwise to perform services as agent for the State of Texas in the acquisition of real property interests, shall be licensed as a real estate broker by the Texas Real Estate Commission (“TREC”) prior to and during all times such individual person or entity represents the State of Texas. The individual person or entity so identified by Developer shall be the “Broker.” Prior to any contact by the Broker with the owner of any real property interest, Developer shall submit to TxDOT a copy of the current, active license of each person or entity that will perform these tasks.
6.4.2.2 Other individual persons or entities may carry out the obligations of the Broker provided that such individual or entity meets one of the following requirements:
(a) If the individual person is licensed by TREC as a real estate broker, such person shall be either employed by the Broker, or have a written agreement with the Broker which agreement sets out the terms and obligations of such individual person to represent the State of Texas in the performance of services as agent. Prior to any contact with the owner of any real property interest, the Broker shall deliver to TxDOT a copy of the individual person’s real estate broker’s license and, in the event of an agreement, a copy of the agreement between the Broker and the individual person licensed as a real estate broker.
(b) If an entit...
Representations by Xxxxxxxxx. Unless the Shares subject to an Option are registered under the applicable federal and state securities laws, Xxxxxxxxx by accepting the Option shall be deemed to agree for himself and his legal representatives that any Option granted to him and any and all Shares of Common Stock purchased upon the exercise of Option shall be acquired for investment and not with a view to, or for the sale in connection with, any distribution thereof, and each notice of the exercise of any portion of an Option shall be accompanied by a representation in writing, signed by Xxxxxxxxx or his legal representative, as the case may be, that the Shares of Common Stock are being acquired in good faith for investment and not with a view to, or for the sale in connection with, any distribution thereof (except in case of Xxxxxxxxx'x legal representative for distribution, but not for sale, to his legal heirs, legatees and other testamentary beneficiaries). Any Shares issued pursuant to an exercise of an Option may bear a legend evidencing such representation and limitations. Xxxxxxxxx further represents and warrants as follows: (a) he is familiar with the business and financial condition of the Company and all reasonable requests for information with respect thereto made by Xxxxxxxxx to the Company have been fulfilled to the satisfaction of Xxxxxxxxx; (b) he has been advised that the proceeds realized by the Company from the sale of any Shares purchased pursuant hereto will be used for general corporate purposes; (c) he has been advised that the Board of Directors has the right at any time to issue additional Shares of stock and the issuance thereof would dilute the percentage of the outstanding stock of the Company represented by the Shares to be purchased; (d) in connection with the Options granted hereby and any Shares subscribed for hereunder, the Xxxxxxxxx has not received any public media advertisements and has not been solicited by an form of mass mailing solicitation; (e) the Xxxxxxxxx is able to bear the economic risk of his investment;(f) the Xxxxxxxxx understands that the share certificates issued to him upon the exercise of his Option will be appropriately legended to indicate the restrictions on transfer in accordance with this Section; and (g) Xxxxxxxxx further warrants that upon the grant of this Option: (i) the number of common shares then subject to all options to purchase held by Xxxxxxxxx, plus the common shares then owned by Xxxxxxxxx will not constitute more than t...
Representations by Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to the Company as follows:
(i) Xxxxxxxxx has all requisite power and authority (corporate or otherwise) to execute, deliver and perform this Agreement and the transactions contemplated hereby, and the execution, delivery and performance by Xxxxxxxxx of this Agreement have been duly authorized by all requisite action by Xxxxxxxxx and this Agreement, when executed and delivered by Xxxxxxxxx, constitutes a valid and binding obligation of Xxxxxxxxx, enforceable against Xxxxxxxxx in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(ii) Xxxxxxxxx has a pre-existing business relationship with the Company and its officers and directors.
(iii) Xxxxxxxxx is an “accredited investor”, as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933.
(iv) The offering of the Shares and the Warrant to Xxxxxxxxx was effected without any form of general solicitation or advertising on the part of the Company.
Representations by Xxxxxxxxx
