Representations of Optionee. Optionee acknowledges that Optionee 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 Optionee. No shares issuable upon the exercise of this option shall be issued and delivered unless and until the Bancorp has complied with all applicable requirements of California and federal law and of the Securities and Exchange Commission and the California Department of Corporations pertaining to the issuance and sale of such shares, and all applicable listing requirements of the securities exchanges, if any, on which shares of the Bancorp of the same class are then listed. Optionee agrees to ascertain that such requirements shall have been complied with at the time of any exercise of this option. In addition, if the Optionee is an “affiliate” for purposes of the Securities Act of 1933, there may be additional restrictions on the resale of stock, and Optionee therefore agrees to ascertain what those restrictions are and to abide by the restrictions and other applicable federal and state securities laws. Furthermore, the Bancorp may, if it deems appropriate, issue stop transfer instructions against any shares of stock purchased upon the exercise of this option and affix to any certificate representing such shares the legends which the Bancorp deems appropriate. Optionee represents that the Bancorp, its directors, officers, employees and agents have not and will not provide tax advice with respect to the option, and Optionee agrees to consult with his or her own tax advisor as to the specific tax consequences of the option, including the application and effect of federal, state, local and other tax laws.
Representations of Optionee. Optionee acknowledges that Optionee has --------------------------- received, read and understood the Agreement.
Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. Optionee represents that Optionee is purchasing the Shares for Optionee's own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Shares.
Representations of Optionee. The Optionee hereby represents that he and any related persons or entities, within the meaning of Section 425(d) of the Code, do not own as much as ten percent (10%) of the total combined voting power of all classes of capital stock of the Company, and in accepting the Option herein granted to him, agrees to the terms of such Option as of the date hereof.
Representations of Optionee. (a) SOPHISTICATION OF OPTIONEE. The Optionee acquired the Options for investment and not with a view to the sale or distribution thereof, and the Optionee has no commitment or present intention to liquidate the Company or to sell or otherwise dispose of the Options or the underlying Shares. The Optionee represents and warrants that, by reason of financial, tax and business sophistication, income, net assets, education, background and business acumen, the Optionee has the experience and knowledge in business and financial matters to evaluate the risks and merits attendant to an investment decision in the Company, either singly or through the aid and assistance of a competent professional, and is fully capable of bearing the economic risk of loss of the total investment pursuant to this Agreement. The Optionee represents and warrants to the Company that the Optionee has been an employee of the Company and is fully familiar with its business and oeprations and has been provided with, and has had access to, all material information about the Company.
Representations of Optionee. The Optionee hereby confirms and represents that:
(i) he is an Employee of the Company, or any of its subsidiaries or its affiliates;
(ii) he has no outstanding incentive stock options to purchase shares of the Company.
Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Option Agreement and the Operating Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the purchase of the Option Interests, the Optionee further represents and warrants to the Company the following:
(a) The Option Interests are being purchased by the Optionee for investment purposes for the Optionee’s own account and beneficial interest and not as nominee for, or for the beneficial interest of, or with the view to the sale or other distribution to, any other person, trust or organization. The Optionee understands that the Option Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein.
(b) The Optionee is aware of the Company's business affairs and financial condition, has had an opportunity to ask such questions of and receive answers from the management of the Company as the Optionee considers necessary in connection with the purchase of the Option Interests and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Option Interests. The Optionee realizes that an investment in the Membership Interests is highly speculative and involves a high degree of risk. The Optionee believes that an investment in the Option Interests is suitable for the Optionee based upon the Optionee’s investment objectives and financial needs, and the Optionee has the financial means to undertake the risks of an investment in the Option Interests and to withstand a complete loss of the Optionee’s investment in the Option Interests. The Optionee acknowledges and understands that neither the Company nor its agents or attorneys in any way represent or guarantee that the investment in the Option Interests will be profitable or is suitable for the Optionee.
(c) The Optionee understands that the Option Interests must be held indefinitely unless transfer is permitted pursuant to the terms of the Operating Agreement, and if permitted thereby, subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.
(d) The Optionee is aware of the provisions of Rule 144, promulgated under the Securities Act, which in substance permits limited public resales of “re...
Representations of Optionee. Optionee represents that the above Section 1 accurately sets forth, as to Optionee, the number of shares of Homes common stock subject to the Option held by Optionee and the exercise price and expiration date thereof. Optionee represents that Optionee is the sole legal and beneficial owner, and has good title to, the Option indicated as owned by Optionee, and that such Option is owned by Optionee free and clear of liens, security interests, charges or other encumbrances. Optionee represents that Optionee has the legal right, power, capacity and authority to execute, deliver and perform this Agreement, and that this Agreement is the valid and binding obligation of Optionee enforceable in accordance with its terms, except as the enforcement thereof may be limited by general principles of equity. Optionee represents that the execution, delivery and performance of this Agreement will not (a) conflict with or result in the breach of, or default or actual or potential loss of any benefit under, any provision of any agreement, instrument or obligation to which the Optionee or the Optionee's spouse is a party or by which any of Optionee's properties or the Optionee's spouse's properties are bound, or give any other party to any such agreement, instrument or obligation a right to terminate or modify any term thereof; (b) require the consent or approval of any third party; (c) result in the creation or imposition of any lien, mortgage or encumbrance on the Option or any other assets of the Optionee or the Optionee's spouse; or (d) violate any law, rule or regulation to which the Optionee or the Optionee's spouse is subject.
Representations of Optionee. Optionee represents and warrants to the Company as follows:
(a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Optionee is acquiring the Shares for investment for Optionee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act.
(b) Optionee acknowledges and understands that the Shares constitute “restricted securities” under the Act and have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Optionee’s investment intent as expressed herein. Optionee understands that the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. Optionee further acknowledges and understands that the Company is under no obligation to register the Shares. Optionee understands that any certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws.
(c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Optionee, the exercise will be exempt from registration under the Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, ninety days thereafter (or such longer period as any market stand-off agreement may require) the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144.
(d) In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144.
(e) Optionee further understands that...
