Representations of the Employee. The Employee represents and warrants to the Company as follows:
(a) The Employee understands that the Stock Units and the shares of Common Stock to be acquired thereunder have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state by reason of a specific exemption from the registration provisions of the Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Employee’s representations as expressed herein.
(b) The Employee acknowledges and understands that the shares of Common Stock to be acquired by the Employee pursuant to this Agreement are being acquired for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the shares of Common Stock for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing such shares of Common Stock made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws. The Company has no obligation or intention to register such shares of Common Stock for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of such Shares or compliance with Regulation A or some other exemption under the Act.
(c) The Employee is aware that the shares of Common Stock to be acquired pursuant to this Agreement are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. The Employee acknowledges that such shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Employee is aware of the provisions of Rule 144 promulgated under the Act which permit investors who have satisfied a certain holding period to resell under certain conditions such securities or a portion of such securities. The Employee acknowledges that the Employee is not relying on the Company in any way to satisfy the conditions precedent for resale of such shares pursuant to Rule 144 under the Act.
(d) The Employee understands that any and a...
Representations of the Employee. The Employee represents and warrants to the Company that:
21.1 The Employee’s acceptance of employment with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.
21.2 The Employee’s acceptance of employment with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition or other similar covenant or agreement of a prior employer.
Representations of the Employee. You represent and warrant that Your acceptance of employment with the Company and the performance of Your duties hereunder will not violate any non-solicitation, non-competition, or other covenant or agreement of a prior employer and it will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which You are a party or are otherwise bound.
Representations of the Employee. The Employee represents and warrants to the Company that: (i) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Employee is a party or is otherwise bound; and (ii) the Employee’s acceptance of employment with the Company and the performance of the Employee’s duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.
Representations of the Employee. The Employee represents and warrants toward the Company and m-Wise as follows:
3.1 Employee shall perform faithfully his duties as may be assigned to him from time to time by the Supervisor to the best of his ability, and shall devote his full and undivided business time to the promotion of the Company's and m-Wise's business. Employee undertakes not to engage in any other business activities other than at the direction, or with the written approval, of the Board of Directors of m-Wise.
3.2 Employee shall inform the Company, immediately upon becoming aware of every matter in which he or a member of his immediate family has a personal interest or which might create a conflict of interests with his duties under his employment.
3.3 Employee shall not, unless otherwise agreed in writing by the Company, during the term of this Agreement, engage, employ or initiate, directly or indirectly, in any other compensatory job, business, employment or other business related involvement, except for his employment under this Agreement.
3.4 The execution and delivery of this Agreement and the fulfillment of the terms hereof shall not constitute a default under or a breach of any agreement or other instrument to which the Employee is a party or by which he is bound, including without limitation, any confidentiality or non competition agreement, and does not require the consent of any person or entity.
3.5 Employee shall not utilize, during the term of this Agreement, any proprietary information of any of his previous employers.
3.6 Employee shall abide by the Company and m-Wise's rules and regulations, as shall be published from time to time.
3.7 In carrying out the duties under this Agreement, Employee shall not make any representations, or give any guaranties on behalf of the Company or m-Wise, except as specifically authorized to so do.
Representations of the Employee. The Employee has represented and hereby represents and warrants to the Company that he is not subject to any restriction or non-competition covenant in favor of a former employer or any other person or entity and that the execution of this Agreement by the Employee and his employment by the Company or its affiliates and the performance of his duties hereunder will not violate or be a breach of any agreement with former employer or any other person or entity. Further, the Employee agrees to indemnify the Company and its affiliates for any claim, including, but not limited to, attorney's fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company or its affiliates based upon or arising out of any non-competition agreement or invention and secrecy agreement between the Employee and such third party.
Representations of the Employee. The Employee hereby represents to the Company that the Employee has read and fully understands the provisions of this Agreement and the Plan, and the Employee acknowledges that the Employee is relying solely on his or her own advisors with respect to the tax consequences of this award.
Representations of the Employee. Employee warrants and represents to the Company that he/she is not subject to any employment, consulting or services agreement, or any restrictive covenants or agreements of any type, which would conflict or prohibit Employee from fully carrying out his/her duties as described under the terms of this Agreement. Further, Employee warrants and represents to the Company that he/she has not and will not retain or use, for the benefit of the Company, any confidential information, records, trade secrets, or other property of a former employer.
Representations of the Employee. The Employee represents and warrants that: (a) the Employee understands that (i) the offer and sale of shares of Class B Common Stock in accordance with this Agreement have not been and will not be registered under the Act, and it is the intention of the parties hereto that the offer and sale of the securities be exempt from registration under the Act and the rules promulgated thereunder by the Securities and Exchange Commission; (ii) the shares of Class B Common Stock being acquired hereunder cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of unless they are registered under the Act or an exemption from registration is available; and (iii) the purchase of Class B Common Stock hereunder does not entitle the Employee to participate in any other equity program of the Company, whether now existing or hereafter established; (b) the Employee is acquiring the shares of Class B Common Stock being acquired hereunder for investment for the Employee's own account and not with a view to the distribution thereof; (c) the Employee will not, directly or indirectly, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any shares of Class B Common Stock being acquired hereunder except in accordance with this Agreement and the Stock Pledge Agreement;
Representations of the Employee. The Employee warrants and represents to -------------------------------- the Company that as of the Effective Date, he/she is not subject to any employment, consulting or services agreement, or any restrictive covenants or agreements of any type which would conflict or prohibit the Employee from fully carrying out their duties as described under the terms of this agreement. Further the Employee warrants and represents to the Company that he/she has not and will not retain or use, for the benefit of the Company, any confidential information, records, trade secrets, or other property of a former employer. These warranties and representations shall remain in full force and effect beyond the term of the employment of the Employee with the Company.
