Representations of Grantee. Grantee acknowledges that Grantee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Grantee. Grantee hereby represents and warrants to the Company as follows:
(a) Grantee had full legal power, authority, and capacity to execute and deliver this Agreement and to perform Grantee’s obligations under this Agreement; and this Agreement is a valid and binding obligation of Grantee, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(b) Grantee is aware of the public availability on the Internet at xxx.xxx.xxx of the Company’s periodic and other filings made with the United States Securities and Exchange Commission.
Representations of Grantee. In connection with Grantee’s receipt of the Restricted Shares, Grantee hereby represents and warrants to the Company as follows:
Representations of Grantee. The Grantee represents and warrants to the Foundation that:
(a) The Grantee is a municipal corporation, duly formed, validly existing and in good standing under the laws of the State of California.
(b) This Agreement has been duly authorized, executed and delivered by the Grantee, and constitutes a legal, valid, and binding obligation of the Grantee for the benefit of the Foundation.
(c) All proceedings legally required to be taken by the Grantee in connection with the authorization of this Agreement and of the transactions related thereto, and all approvals, authorizations, consents and other orders of public boards or bodies as may be legally required to be obtained by the Grantee prior to the date hereof with respect to all or any of such matters, have been taken or obtained.
(d) The execution and delivery of this Agreement by the Grantee, and the performance by the Grantee of its obligations hereunder, do not (i) violate any provisions of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii) violate any law, rule or regulation having applicability to the Grantee or any order, writ, judgment, decree, determination or award to which the Grantee is a party or (iii) result in the breach of or constitute a default under any agreement, lease or instrument to which the Grantee is a party or by which the Grantee is bound.
(e) No audit, investigation, proceeding or other inquiry is pending by the Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state with respect to the Grantee or any affiliated organization, and no legal, administrative or other proceeding is pending that questions the legality of the Grant, except as is disclosed on Schedule C attached hereto.
(f) Grantee acknowledges that it has a written policy that addresses its commitment to keep children safe from sexual abuse by preventing, recognizing, and responding to situations both on and off the playing field that in any way compromises their safety.
Representations of Grantee. Grantee represents and warrants to the Company as follows:
(a) Grantee has received a copy of the Plan and has read and become familiar with the terms and conditions of the Plan and agrees to be bound, and to abide, by the Plan.
(b) Grantee has reviewed this Agreement, has had an opportunity to obtain the advice of counsel before executing this Agreement, and fully understands all of the terms and conditions of this Agreement and the Plan.
(c) Grantee hereby accepts the Restricted Stock Award granted by this Agreement subject to all of the terms and conditions of this Agreement and the Plan.
(d) Grantee is fully aware of the lack of liquidity of the Restricted Shares — e.g., because of the restrictions on transferability of the Restricted Shares held by the Escrow Holder (as defined below), Grantee may not be able to sell or dispose of the Restricted Shares or use them as collateral for loans.
Representations of Grantee. The Grantee acknowledges that the Grantee has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Grantee. Grantee represents to Company as follows: (a) The Shares are being acquired for Grantee's own account, for investment purposes only and with no intent to distribute the Shares.
Representations of Grantee. Grantee hereby represents and warrants to the Issuer that any Option Shares acquired by Grantee upon the exercise of the Stock Option will not be, and the Stock Option is not being, acquired by Grantee with the intention of making a public distribution thereof, other than pursuant to an effective registration statement under the Securities Act or otherwise in compliance with the Securities Act.
Representations of Grantee. Grantee understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Act”), and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows:
(a) Grantee understands that the Shares have not been registered under the Act, or registered or qualified under the securities or “Blue Sky” laws of any jurisdiction, and are being sold pursuant to exemptions contained in the Act and exemptions contained in other applicable securities or “Blue Sky” laws. Grantee understands further that the Company’s reliance on these exemptions is based in part on the representations made by Grantee in the Agreement. In this connection, Grantee represents and warrants that the offer and sale of the Shares were made solely in _____________.
(b) Grantee understands the term “accredited investor” as used in Regulation D promulgated under the Act and represents and warrants to the Company that he is an “accredited investor” for purposes of acquiring the Shares. The nature and amount of Grantee’s investment in the Shares is consistent with Grantee’s investment objectives, abilities, and resources. Grantee understands that the Shares are an illiquid investment, which will not become freely transferable by reason of any “change of circumstances” whatever. Grantee has adequate means of providing for Grantee’s current needs and possible contingencies and has no need for liquidity in Grantee’s investment.
(c) Grantee is acquiring the Shares for Grantee’s own account for investment, and not for, with a view to, or in connection with the resale or distribution thereof. Grantee has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any portion thereof or any interest therein.
Representations of Grantee. Grantee hereby represents and warrants to Issuer that any shares acquired by Grantee upon exercise of the Option will not be acquired with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in a transaction registered or exempt from registration under the Securities Act.
