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 to the Employer that:
(a) There are no restrictions, agreements or understandings whatsoever to which the Employee is a party that would prevent or make unlawful the Employee’s execution of this Agreement or the Employee’s employment under this Agreement, or that is or would be inconsistent, or in conflict with this Agreement or the Employee’s employment under this Agreement, or would prevent, limit or impair in any way the performance by the Employee of the obligations under this Agreement; and (b) the Employee has disclosed to the Employer all restraints, confidentiality commitments or other employment restrictions that the Employee has with any other employer, person or entity.
(ii) Upon and after the Employee’s termination or cessation of employment with the Employer, including any post-Term at-will employment, and until such time as no obligations of the Employee to the Employer hereunder exist, the Employee: (a) shall provide a complete copy of this Agreement to any 10 prospective employer or other person, entity or association in a Competing Business with whom or which the Employee proposes to be employed, affiliated, engaged, associated or to establish any business or remunerative relationship prior to the commencement thereof, provided that Employee shall first cause the compensation amounts hereunder to be deleted or not disclosed; and (b) shall notify the Employer of the name and address of any such person, entity or association prior to the Employee’s employment, affiliation, engagement, association or the establishment of any business or remunerative relationship.
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 warrants and represents to the Company that as of the Effective Date, he 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 our their duties as described under the terms of this agreement. Further the Employee warrants and represents to the Company that he 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.
Representations of the Employee. The Employee acknowledges that the Employee has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by all of their terms and conditions (including, without limitation, applicable tax withholding, forfeiture and clawback provisions).
