Representations of Employer. Employer represents and warrants to Employee that it has the requisite limited liability company power to enter into this Agreement and perform the terms hereof and that the execution, delivery and performance of this Agreement have been duly authorized by all appropriate company action.
Representations of Employer. The execution of this Agreement by Employer has been approved by the Board of Directors of Employer.
Representations of Employer. During such time as the Options remain outstanding and unexpired, Employer will reserve for issuance, upon the exercise of the Options, the number of shares of Employer's common stock that are subject to the Options. The shares of Employer's common stock subject to the Options, when issued, shall be fully paid and nonassessable. Employer will pay, when due and payable, any and all taxes or fees that may be payable by Employer with respect to the grant of the Options or the issuance of any shares of Employer's common stock or certificates therefor subject to the Options. This does not include, however, any federal, state or other personal income or capital gains tax payable by Xxxxxx because of (i) the grant of the Options; (ii) the issuance of any share of the Employer's common stock upon exercise thereof; or (iii) any subsequent disposition of such shares, all of which shall remain the obligation of Holder.
Representations of Employer. During such time as the Option remains outstanding and unexpired, Employer will reserve for issuance, upon the exercise of the Option, the number of shares of Employer's common stock that are subject to the Option. The shares of Employer's common stock subject to the Option, when issued, shall be fully paid and nonassessable. Holder will pay, when due and payable, any federal, state or other personal income tax payable by Holder because of (i) the grant of the Option; (ii) the issuance of any shares of the Employer's common stock upon exercise thereof; or (iii) any subsequent disposition of such shares.
Representations of Employer. The Employer represents that it is a corporation in good standing by and under the laws of the State of Delaware and that its Chairman of the Board has the authority to properly execute this Agreement.
Representations of Employer. EMPLOYER represents and warrants as follows:
(A) It is the responsible plan fiduciary for the control and/or management of the assets of the Plan, and for the selection and monitoring of service providers for the Plan. XXXXXXX is entitled to rely upon this statement until notified in writing to the contrary.
(B) The person signing the Agreement on behalf of EMPLOYER has all necessary authority to do so.
(C) The execution of this Agreement and the performance thereof is within the scope of the investment authority authorized by the governing instrument and/or applicable laws. The signatory on behalf of EMPLOYER represents that the execution of the Agreement has been duly authorized by appropriate action and agrees to provide such supporting documentation as may be reasonably required by XXXXXXX.
(D) The Plan and related Trust permit payment of fees out of Plan assets. EMPLOYER has determined that the fees charged by XXXXXXX are reasonable and are the obligation of the Plan; however, if EMPLOYER desires, it may pay the fees directly, rather than with Plan assets.
Representations of Employer. A. The execution of this Agreement by Employer has been approved by the Board of Directors of Employer.
B. Employer agrees that it shall file with the Securities and Exchange Commission, as soon as is practicable following the mutual execution of this Agreement, a Registration Statement on Form S-8 with respect to the shares of Employer Common Stock to be issued to Employee hereunder, including the 10,000 shares to be issued pursuant to Paragraph III.A hereof and all of the shares that may be issued pursuant to Paragraph III.B hereof, thereby duly registering such shares under the Securities Act of 1933, as amended.
Representations of Employer. A. The execution of this Agreement by Employer has been approved by the Board of Directors of Employer.
B. The shares of Employer’s common stock, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, and will be free and clear of any liens or encumbrances and, to the knowledge of UBCI, will be issued in compliance with applicable state and federal laws.
C. Employer is a development-stage company. Employer requires substantial additional capital with which to implement its complete business plan. There is no assurance that Employer will obtain such needed capital or that its business plan, when implemented, will prove to be successful.
D. Employer is not a party to any suit, action, proceeding, investigation or labor dispute pending or currently threatened against it other than administrative matters arising in the ordinary course of business .
Representations of Employer. Employer represents and warrants that Employer has the legal ability to enter into this Agreement, and compliance with the terms hereof will not cause Employer to be in violation of any other contract, covenant, or rule of law, and further represents and warrants that its current intention is to continue development of its properties.
Representations of Employer. Employer hereby represents and --------------------------- covenants to Employee that:
A. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly adopted and approved by the Board of Directors of Employer.
B. Employer has the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
C. This Agreement has been duly and validly executed and delivered by, and is the valid and binding obligation of, Employer, enforceable against Employer in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, reorganization, rehabilitation, moratorium, or similar laws now or hereafter in effect affecting creditors' rights generally; and specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
