Representations; Restrictive Legend Sample Clauses

Representations; Restrictive Legend a. The Founder represents, warrants and covenants that: (i) the Shares are being acquired for the Founder’s account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the federal Securities Act of 1933, as amended (the “1933 Act”), or any rule or regulation under the 1933 Act, (ii) the Founder has had such opportunity as the Founder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Founder to evaluate the merits and risks of the Founder’s investment in the Company, (iii) the Founder is able to bear the economic risk of holding the Shares for an indefinite period, and (iv) the Founder understands that (A) the Shares will not be registered under the 1933 Act; (B) the Shares cannot be sold, transferred or otherwise disposed of unless it is subsequently registered under the 1933 Act or an exemption from registration is then available; and (C) there is now no registration statement on file with the SEC with respect to any securities of the Company and the Company has no obligation or firm current plan to register the Shares under the 1▇▇▇ ▇▇▇. b. The Founder represents and warrants that it is entitled to retain the Shares for its own account and that the Founder is not obligated (by contract, applicable law or otherwise) to (i) sell, transfer, pledge, assign, encumber or otherwise dispose of any Shares to, or (ii) share voting or dispositive power over any Shares with, any third party. c. Any certificates representing the Shares shall have affixed thereto a legend substantially in the following form, in addition to any other legends required by applicable state law or by the by-laws of the Company, as in effect from time to time: “The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold, or otherwise disposed of in the absence of an effective registration statement with respect to the shares evidenced by this certificate, filed and made effective under the Securities Act of 1933, or an opinion of counsel satisfactory to the Company to the effect that registration under such Act is not required.”