Common use of Securities Representations Clause in Contracts

Securities Representations. The shares of Stock being issued to the Grantee are being made by the Company in reliance upon the following express representations and warranties of the Grantee. The Grantee acknowledges, represents and warrants that: (a) The Grantee has been advised that he may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section. (b) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Stock issued under this Plan must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”). (c) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Stock may be made only in limited amounts in accordance with such terms and conditions.

Appears in 3 contracts

Sources: Employment Agreement (Keyw Holding Corp), Employment Agreement (Keyw Holding Corp), Employment Agreement (Keyw Holding Corp)

Securities Representations. The grant of the RSUs and any issuance of shares of Common Stock being issued pursuant to the Grantee this Agreement are being made by the Company in reliance upon the following express representations and warranties of the GranteeParticipant. The Grantee Participant acknowledges, represents and warrants that: (a) The Grantee 3.1 he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section.section; (b) If the Grantee 3.2 if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Common Stock issued under this Plan must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register the shares Common Stock (or to file a “re-offer prospectus”).; and (c) If the Grantee 3.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the CompanyCommon Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales sale of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

Appears in 3 contracts

Sources: Restricted Stock Unit Agreement (Marketaxess Holdings Inc), Restricted Stock Unit Agreement (Marketaxess Holdings Inc), Restricted Stock Unit Agreement (Marketaxess Holdings Inc)

Securities Representations. The shares of Stock being issued to the Grantee are being made by the Company in reliance upon the following express representations and warranties of the Grantee. The Grantee acknowledges, represents and warrants that: (a) The Grantee has been advised that he she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section. (b) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Stock issued under this Plan must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”). (c) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Stock may be made only in limited amounts in accordance with such terms and conditions.

Appears in 2 contracts

Sources: Employment Agreement (Keyw Holding Corp), Employment Agreement (Keyw Holding Corp)

Securities Representations. The shares of Stock Shares are being issued to the Grantee are Participant, and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the GranteeParticipant. The Grantee Participant acknowledges, represents and warrants that: (a) The Grantee he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section.section; (b) If the Grantee if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Stock issued under this Plan Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a re-offer prospectus) with regard to such shares of Stock Shares and the Company is under no obligation to register the shares Shares (or to file a re-offer prospectus).; and (c) If the Grantee if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Grantee he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales sale of the shares of Stock Shares may be made only in limited amounts in accordance with such terms and conditions.

Appears in 2 contracts

Sources: Performance Restricted Shares Agreement (Lincoln Educational Services Corp), Time Restricted Shares and Performance Restricted Shares Agreement (Lincoln Educational Services Corp)

Securities Representations. The shares of Stock Shares are being issued to the Grantee are Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the GranteeParticipant. The Grantee Participant acknowledges, represents and warrants that: (a) The Grantee He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this Sectionsection. (b) If the Grantee he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Stock issued under this Plan Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Stock Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”).. Form 1 3/15 (c) If the Grantee he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales sale of the shares of Stock Shares may be made only in limited amounts in accordance with such terms and conditions.

Appears in 1 contract

Sources: Restricted Stock Agreement (Henry Schein Inc)

Securities Representations. The shares of Stock Shares are being issued to the Grantee are Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the GranteeParticipant. The Grantee Participant acknowledges, represents and warrants that: (a) The Grantee he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section.section; (b) If the Grantee if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Stock issued under this Plan Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a re-offer prospectus) with regard to such shares of Stock Shares and the Company is under no obligation to register the shares Shares (or to file a re-offer prospectus).; and (c) If the Grantee if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Grantee he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales sale of the shares of Stock Shares may be made only in limited amounts in accordance with such terms and conditions.

Appears in 1 contract

Sources: Restricted Stock Agreement (Steven Madden, Ltd.)

Securities Representations. The shares of Stock being issued to the Grantee are being made by the Company in reliance upon the following express representations and warranties of the Grantee. The Grantee acknowledges, represents and warrants that: (a) The Grantee has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section. (b) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Stock issued under this Plan must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Stock and the Company is under no obligation to register the shares (or to file a “re-offer prospectus”). (c) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Stock may be made only in limited amounts in accordance with such terms and conditions.

Appears in 1 contract

Sources: Employment Agreement (Keyw Holding Corp)

Securities Representations. The shares of Stock being issued to the Grantee are being made by the Company in reliance upon the following express representations and warranties of .of the Grantee. The Grantee acknowledges, represents and warrants that: (a) The Grantee has been advised that he she may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act") and in this connection the Company is relying in part on his or her representations set forth in this Section. (b) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Stock issued under this Plan must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a "re-offer prospectus") with regard to such shares of Stock and the Company is under no obligation to register the shares (or to file a "re-offer prospectus"). (c) If the Grantee is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales of the shares of Stock may be made only in limited amounts in accordance with such terms and conditions.

Appears in 1 contract

Sources: Employment Agreement (Keyw Holding Corp)

Securities Representations. The shares of Stock Shares are being issued to the Grantee are Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Grantee. Participant The Grantee Participant acknowledges, represents and warrants that: (a) The Grantee He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this Section.section. Form 2 3/10 (b) If the Grantee he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Stock issued under this Plan Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Stock Shares and the Company is under no obligation to register the shares Shares (or to file a “re-offer prospectus”). (c) If the Grantee he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Grantee he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sales sale of the shares of Stock Shares may be made only in limited amounts in accordance with such terms and conditions.

Appears in 1 contract

Sources: Restricted Stock Agreement (Henry Schein Inc)