Common use of Representations, Warranties and Agreements of Seller Clause in Contracts

Representations, Warranties and Agreements of Seller. Seller represents and warrants, as of the Adoption Date, that: a. Seller is not aware of any material, nonpublic information with respect to Issuer or any of its securities (including the Shares). b. There are no restrictions imposed on Seller, Issuer or the Shares that would prevent Xxxxxxxxxxx from complying with this Plan. Without limiting the foregoing, the Adoption Date is not occurring within any blackout period pertaining to trading in securities of Issuer. c. Seller is entering into this Plan in good faith and not as part of a plan or scheme to evade compliance with any law, including, without limitation, the federal securities laws and any law governing xxxxxxx xxxxxxx. d. This Plan does not violate any trading policies of Issuer. e. Seller owns all Shares subject to the Plan, and will own any of the Shares to be issued upon the exercise of Stock Options and sold pursuant to this Plan, free and clear, and such Shares are not, and will not be at the time of the sale of the Shares under the Plan, subject to any pledges, liens, security interests or other impediments to transfer (except for those that Seller has entered into with Xxxxxxxxxxx or limitations imposed by Rule 144 or Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”)), nor is there any contractual restriction, litigation, arbitration or other proceeding pending, or to Seller’s knowledge threatened, that would prevent or interfere with the exercise of Stock Options to purchase the Shares or the sale of the Shares under this Plan. f. With regard to the Stock Options: (i) The Stock Options are fully vested and exercisable and will remain exercisable until exercised pursuant to this Plan. (ii) The Shares offered and to be sold by Issuer to Seller pursuant to the exercise of the Stock Options are subject to an effective registration statement on Form S-8 under the Securities Act. (iii) The Stock Options cover a number of shares of Issuer common stock that are equal to or greater than the number of Shares to be issued upon exercise of Stock Options and sold under this Plan. (iv) As evidenced by the executed Issuer Certificate (as defined in Section 2.k.), Seller has authorized and instructed Issuer to register or cause its agent(s) to register the Shares to be issued upon the exercise of the Stock Options in the name of Xxxxxxxxxxx (or its designated nominee), which is Seller’s agent and nominee (or, in the event that is not permissible, in Seller’s name). (v) As evidenced by the executed Issuer Certificate, Seller has authorized and instructed Issuer to deliver to Xxxxxxxxxxx, or cause its agent(s) to deliver to Xxxxxxxxxxx, within two business days of Issuer’s receipt of an Exercise Notice, the Shares issued pursuant to the Stock Option exercise, in exchange for funds from Xxxxxxxxxxx representing the exercise price and any applicable taxes. (vi) Seller agrees that Seller cannot revoke or rescind the authorizations referenced in this Section 2.f. under any circumstances while the Plan is in effect. g. At the time of Xxxxxx’s execution of this Plan, Xxxxxx has not entered into or altered a corresponding or hedging transaction with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares), and agrees not to enter into any such transaction while this Plan remains in effect. h. While this Plan is in effect, Xxxxxx agrees not to alter or deviate from the terms of this Plan. i. The execution, delivery and performance by Seller of this Plan, and the transactions contemplated by this Plan, do not, directly or indirectly (with or without notice or lapse of time), contravene any applicable law or regulation, any agreement or other instrument binding on Seller or any of Seller’s affiliates, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s affiliates. j. Seller has consulted with Xxxxxx’s own advisors as to the legal, tax, financial and other aspects of this Plan, including this Plan’s compliance with Rule 10b5-1. Seller has not received or relied on any representations from Xxxxxxxxxxx regarding the Plan’s compliance with Rule 10b5-1. k. Seller has provided, or caused Issuer to provide, Xxxxxxxxxxx with a certificate substantially in the form of Exhibit B hereto (the “Issuer Certificate”). l. Seller agrees not to, directly or indirectly, communicate any material, nonpublic information relating to the Shares or Issuer to any employee of Xxxxxxxxxxx who is involved, directly or indirectly, in executing this Plan. m. While this Plan is in effect, Seller will not attempt to exercise any influence over how, when or whether to effect sales of the Shares under this Plan. n. Seller will comply with, and will be solely responsible for compliance with, all laws, rules and regulations applicable or related to this Plan and the sale of the Shares hereunder; without limiting the foregoing, Seller agrees that it will make or cause to be made all filings required under Section 13 and Section 16 of the Exchange Act and will not take any action that would cause the sale of Shares hereunder to fail to comply with Rule 10b5‑1. o. Until this Plan is terminated in accordance with its terms, Seller will not, directly or indirectly, (i) enter into a binding contract with respect to the purchase or sale of any securities of Issuer with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell any securities of Issuer or (iii) adopt a plan for trading with respect to any securities of Issuer other than this Plan. p. Xxxxxx agrees to notify Xxxxxxxxxxx as soon as possible of: (i) any legal, regulatory or contractual restriction, or another restriction imposed by Issuer, that would prevent Seller or Xxxxxxxxxxx from effecting any sale under this Plan (such notice will include only the anticipated duration of the restriction, but will not include any other information about the nature of the restriction or its applicability to Seller, or otherwise communicate any material, nonpublic information about Issuer to Xxxxxxxxxxx); (ii) the occurrence of an event that would cause this Plan to be terminated under Section 5; or (iii) any change in the Issuer’s trading or other policies that would affect the timing of exercise or method of exercise of the Stock Options covered by this Plan. q. Xxxxxx acknowledges and agrees that Xxxxxxxxxxx is not acting as a fiduciary or advisor for Xxxxxx. r. Xxxxxx agrees to notify Xxxxxxxxxxx promptly if Seller becomes aware at any time prior to the Plan Termination Date (as defined in Section 5.a.(i)) that any of the representations or warranties in this Section 2 are untrue or inaccurate in any respect.

Representations, Warranties and Agreements of Seller. Seller represents and warrants, as of the Adoption Date, that: a. Seller is not aware of any material, nonpublic information with respect to Issuer or any of its securities (including the Shares). b. There are no restrictions imposed on Seller, Issuer or the Shares that would prevent Xxxxxxxxxxx from complying with this Plan. Without limiting the foregoing, the Adoption Date is not occurring within any blackout period pertaining to trading in securities of Issuer. c. Seller is entering into this Plan in good faith and not as part of a plan or scheme to evade compliance with any law, including, without limitation, the federal securities laws and any law governing xxxxxxx xxxxxxx. d. This Plan does not violate any trading policies of Issuer. e. Seller owns all Shares subject to the Plan, and will own any of the Shares to be issued upon the exercise of Stock Options and sold pursuant to this Plan, free and clear, and such Shares are not, and will not be at the time of the sale of the Shares under the Plan, subject to any pledges, liens, security interests or other impediments to transfer (except for those that Seller has entered into with Xxxxxxxxxxx or limitations imposed by Rule 144 or Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”)), nor is there any contractual restriction, litigation, arbitration or other proceeding pending, or to Seller’s knowledge threatened, that would prevent or interfere with the exercise of Stock Options to purchase the Shares or the sale of the Shares under this Plan. f. With regard to the Stock Options: (i) The Stock Options are fully vested and exercisable and will remain exercisable until exercised pursuant to this Plan. (ii) The Shares offered and to be sold by Issuer to Seller pursuant to the exercise of the Stock Options are subject to an effective registration statement on Form S-8 under the Securities Act. (iii) The Stock Options cover a number of shares of Issuer common stock that are equal to or greater than the number of Shares to be issued upon exercise of Stock Options and sold under this Plan. (iv) As evidenced by the executed Issuer Certificate (as defined in Section 2.k.), Seller has authorized and instructed Issuer to register or cause its agent(s) to register the Shares to be issued upon the exercise of the Stock Options in the name of Xxxxxxxxxxx (or its designated nominee), which is SellerXxxxxx’s agent and nominee (or, in the event that is not permissible, in Seller’s name). (v) As evidenced by the executed Issuer Certificate, Seller has authorized and instructed Issuer to deliver to Xxxxxxxxxxx, or cause its agent(s) to deliver to Xxxxxxxxxxx, within two business days of Issuer’s receipt of an Exercise Notice, the Shares issued pursuant to the Stock Option exercise, in exchange for funds from Xxxxxxxxxxx representing the exercise price and any applicable taxes. (vi) Seller agrees that Seller cannot revoke or rescind the authorizations referenced in this Section 2.f. under any circumstances while the Plan is in effect. g. At the time of Xxxxxx’s execution of this Plan, Xxxxxx has not entered into or altered a corresponding or hedging transaction with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares), and agrees not to enter into any such transaction while this Plan remains in effect. h. While this Plan is in effect, Xxxxxx agrees not to alter or deviate from the terms of this Plan. i. The execution, delivery and performance by Seller of this Plan, and the transactions contemplated by this Plan, do not, directly or indirectly (with or without notice or lapse of time), contravene any applicable law or regulation, any agreement or other instrument binding on Seller or any of Seller’s affiliates, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s affiliates. j. Seller has consulted with Xxxxxx’s own advisors as to the legal, tax, financial and other aspects of this Plan, including this Plan’s compliance with Rule 10b5-1. Seller has not received or relied on any representations from Xxxxxxxxxxx regarding the Plan’s compliance with Rule 10b5-1. k. Seller has provided, or caused Issuer to provide, Xxxxxxxxxxx with a certificate substantially in the form of Exhibit B hereto (the “Issuer Certificate”). l. Seller agrees not to, directly or indirectly, communicate any material, nonpublic information relating to the Shares or Issuer to any employee of Xxxxxxxxxxx who is involved, directly or indirectly, in executing this Plan. m. While this Plan is in effect, Seller will not attempt to exercise any influence over how, when or whether to effect sales of the Shares under this Plan. n. Seller will comply with, and will be solely responsible for compliance with, all laws, rules and regulations applicable or related to this Plan and the sale of the Shares hereunder; without limiting the foregoing, Seller agrees that it will make or cause to be made all filings required under Section 13 and Section 16 of the Exchange Act and will not take any action that would cause the sale of Shares hereunder to fail to comply with Rule 10b5‑1. o. Until this Plan is terminated in accordance with its terms, Seller will not, directly or indirectly, (i) enter into a binding contract with respect to the purchase or sale of any securities of Issuer with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell any securities of Issuer or (iii) adopt a plan for trading with respect to any securities of Issuer other than this Plan. p. Xxxxxx agrees to notify Xxxxxxxxxxx as soon as possible of: (i) any legal, regulatory or contractual restriction, or another restriction imposed by Issuer, that would prevent Seller or Xxxxxxxxxxx from effecting any sale under this Plan (such notice will include only the anticipated duration of the restriction, but will not include any other information about the nature of the restriction or its applicability to Seller, or otherwise communicate any material, nonpublic information about Issuer to Xxxxxxxxxxx); (ii) the occurrence of an event that would cause this Plan to be terminated under Section 5; or (iii) any change in the Issuer’s trading or other policies that would affect the timing of exercise or method of exercise of the Stock Options covered by this Plan. q. Xxxxxx acknowledges and agrees that Xxxxxxxxxxx is not acting as a fiduciary or advisor for Xxxxxx. r. Xxxxxx agrees to notify Xxxxxxxxxxx promptly if Seller Xxxxxx becomes aware at any time prior to the Plan Termination Date (as defined in Section 5.a.(i)) that any of the representations or warranties in this Section 2 are untrue or inaccurate in any respect.

Representations, Warranties and Agreements of Seller. Seller represents and warrants, as of the Adoption Date, that: a. Seller is not aware of any material, nonpublic non-public information with respect to Issuer or any of its securities (including the Shares). b. There are no restrictions imposed on Seller, Issuer or the Shares that would prevent Xxxxxxxxxxx from complying with this Plan. Without limiting the foregoing, the Adoption Date is not occurring within any blackout period pertaining to trading in securities of Issuer. c. Seller is entering into this Plan in good faith and not as part of a plan or scheme to evade compliance with any law, including, without limitation, the federal securities laws and any law governing xxxxxxx xxxxxxx. d. This Plan does not violate any trading policies of Issuer. e. Seller owns all Shares subject to the Plan, and will own any of the Shares to be issued upon the exercise of Stock Options and sold pursuant to this Plan, free and clear, and such Shares are not, and will not be at the time of the sale of the Shares under the Plan, subject to any pledges, liens, security interests or other impediments to transfer (except for those that Seller has entered into with Xxxxxxxxxxx or limitations imposed by Rule 144 or Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”)), nor is there any contractual restriction, litigation, arbitration or other proceeding pending, or to Seller’s knowledge threatened, that would prevent or interfere with the exercise of Stock Options to purchase the Shares or the sale of the Shares under this Plan. f. With regard to the Stock Options: (i) The Stock Options are fully vested and exercisable and will remain exercisable until exercised pursuant to this Plan. (ii) The Shares offered and to be sold by Issuer to Seller pursuant to the exercise of the Stock Options are subject to an effective registration statement on Form S-8 under the Securities Act. (iii) The Stock Options cover a number of shares of Issuer common stock that are equal to or greater than the number of Shares to be issued upon exercise of Stock Options and sold under this Plan. (iv) As evidenced by the executed Issuer Certificate (as defined in Section 2.k.), Seller has authorized and instructed Issuer to register or cause its agent(s) to register the Shares to be issued upon the exercise of the Stock Options in the name of Xxxxxxxxxxx (or its designated nominee), which is SellerXxxxxx’s agent and nominee (or, in the event that is not permissible, in Seller’s name). (v) As evidenced by the executed Issuer Certificate, Seller has authorized and instructed Issuer to deliver to Xxxxxxxxxxx, or cause its agent(s) to deliver to Xxxxxxxxxxx, within two business days of Issuer’s receipt of an Exercise Notice, the Shares issued pursuant to the Stock Option exercise, in exchange for funds from Xxxxxxxxxxx representing the exercise price and any applicable taxes. (vi) Seller agrees that Seller cannot revoke or rescind the authorizations referenced in this Section 2.f. under any circumstances while the Plan is in effect. g. At the time of Xxxxxx’s execution of this Plan, Xxxxxx has not entered into or altered a corresponding or hedging transaction with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares), and agrees not to enter into any such transaction while this Plan remains in effect. h. While this Plan is in effect, Xxxxxx agrees not to alter or deviate from the terms of this Plan. i. The execution, delivery and performance by Seller of this Plan, and the transactions contemplated by this Plan, do not, directly or indirectly (with or without notice or lapse of time), contravene any applicable law or regulation, any agreement or other instrument binding on Seller or any of Seller’s affiliates, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s affiliates. j. Seller has consulted with Xxxxxx’s own advisors as to the legal, tax, financial and other aspects of this Plan, including this Plan’s compliance with Rule 10b5-1. Seller has not received or relied on any representations from Xxxxxxxxxxx regarding the Plan’s compliance with Rule 10b5-1. k. Seller has provided, or caused Issuer to provide, Xxxxxxxxxxx with a certificate substantially in the form of Exhibit B hereto (the “Issuer Certificate”). l. Seller agrees not to, directly or indirectly, communicate any material, nonpublic information relating to the Shares or Issuer to any employee of Xxxxxxxxxxx who is involved, directly or indirectly, in executing this Plan. m. While this Plan is in effect, Seller will not attempt to exercise any influence over how, when or whether to effect sales of the Shares under this Plan. n. Seller will comply with, and will be solely responsible for compliance with, all laws, rules and regulations applicable or related to this Plan and the sale of the Shares hereunder; without limiting the foregoing, Seller agrees that it will make or cause to be made all filings required under Section 13 and Section 16 of the Exchange Act and will not take any action that would cause the sale of Shares hereunder to fail to comply with Rule 10b5‑1. o. Until this Plan is terminated in accordance with its terms, Seller will not, directly or indirectly, (i) enter into a binding contract with respect to the purchase or sale of any securities of Issuer with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell any securities of Issuer or (iii) adopt a plan for trading with respect to any securities of Issuer other than this Plan. p. Xxxxxx agrees to notify Xxxxxxxxxxx as soon as possible of: (i) any legal, regulatory or contractual restriction, or another restriction imposed by Issuer, that would prevent Seller or Xxxxxxxxxxx from effecting any sale under this Plan (such notice will include only the anticipated duration of the restriction, but will not include any other information about the nature of the restriction or its applicability to Seller, or otherwise communicate any material, nonpublic information about Issuer to Xxxxxxxxxxx); (ii) the occurrence of an event that would cause this Plan to be terminated under Section 5; or (iii) any change in the Issuer’s trading or other policies that would affect the timing of exercise or method of exercise of the Stock Options covered by this Plan. q. Xxxxxx acknowledges and agrees that Xxxxxxxxxxx is not acting as a fiduciary or advisor for Xxxxxx. r. Xxxxxx agrees to notify Xxxxxxxxxxx promptly if Seller becomes aware at any time prior to the Plan Termination Date (as defined in Section 5.a.(i)) that any of the representations or warranties in this Section 2 are untrue or inaccurate in any respect.