Representations of Grantee. Grantee acknowledges that Grantee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Grantee. Grantee hereby represents and warrants to the Company as follows:
(a) Grantee had full legal power, authority, and capacity to execute and deliver this Agreement and to perform Grantee’s obligations under this Agreement; and this Agreement is a valid and binding obligation of Grantee, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
(b) Grantee is aware of the public availability on the Internet at xxx.xxx.xxx of the Company’s periodic and other filings made with the United States Securities and Exchange Commission.
Representations of Grantee. In connection with Grantee’s receipt of the Restricted Shares, Grantee hereby represents and warrants to the Company as follows:
Representations of Grantee. Grantee hereby represents to the Company that:
(a) Grantee is an “accredited investor,” as such term is defined in Rule 501 of the Securities Act due to his status as an executive officer of the Company.
(b) Grantee understands that this Agreement and the Plan contain substantial restrictions on the transferability of the Award and provide that, in the event that the conditions relating to the transfer of any portion of the Award in such document has not been satisfied, the holder shall not transfer any portion of the Award, and unless otherwise specified, the Company will not recognize the transfer of the Award on its books and records, or issue any certificates representing the Shares issued in settlement of this Award, and any purported transfer not in accordance with the terms of this Agreement, the Plan and Applicable Laws shall be void. Grantee will sell, transfer or otherwise dispose of the Award only in a manner consistent with its representations set forth herein and then only in accordance with this Agreement, the Plan and Applicable Laws.
(c) Grantee understands that, unless registered: (i) the Shares issued in settlement of this Award will be characterized as "restricted securities" under the U.S. federal securities laws and the certificates representing such Shares shall bear the following legends: and (ii) any Shares issued in settlement of this Award may not be sold, transferred or otherwise disposed of except in compliance with Applicable Laws. In addition, Grantee acknowledges and agrees that stop transfer instructions shall be imposed with respect to each certificate representing the Shares issued in settlement of this Award.
(d) Grantee understands that the Company is under no obligation to register for resale the Shares issuable in settlement of the Award. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfers by Grantee of any Shares issued in settlement of the Award, including without limitation (i) restrictions under an xxxxxxx xxxxxxx policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act covering the Shares issuable in settlement of the Award and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any resale of the Shares issued in settlement of this Award must also comply wi...
Representations of Grantee. Grantee represents and warrants to the Company as follows:
(a) Grantee has received a copy of the Plan and has read and become familiar with the terms and conditions of the Plan and agrees to be bound, and to abide, by the Plan.
(b) Grantee has reviewed this Agreement, has had an opportunity to obtain the advice of counsel before executing this Agreement, and fully understands all of the terms and conditions of this Agreement and the Plan.
(c) Grantee hereby accepts the Restricted Stock Award granted by this Agreement subject to all of the terms and conditions of this Agreement and the Plan.
(d) Grantee is fully aware of the lack of liquidity of the Restricted Shares — e.g., because of the restrictions on transferability of the Restricted Shares held by the Escrow Holder (as defined below), Grantee may not be able to sell or dispose of the Restricted Shares or use them as collateral for loans.
Representations of Grantee. The Grantee acknowledges that the Grantee has received, read and understood the Plan and the Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of Grantee. Grantee represents to Company as follows: (a) The Shares are being acquired for Grantee's own account, for investment purposes only and with no intent to distribute the Shares.
Representations of Grantee. Grantee hereby represents and warrants to the Issuer that any Option Shares acquired by Grantee upon the exercise of the Stock Option will not be, and the Stock Option is not being, acquired by Grantee with the intention of making a public distribution thereof, other than pursuant to an effective registration statement under the Securities Act or otherwise in compliance with the Securities Act.
Representations of Grantee. Grantee understands that the Shares are not registered under the Securities Act of 1933, as amended (the “Act”), and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows:
(a) Grantee understands that the Shares have not been registered under the Act, or registered or qualified under the securities or “Blue Sky” laws of any jurisdiction, and are being sold pursuant to exemptions contained in the Act and exemptions contained in other applicable securities or “Blue Sky” laws. Grantee understands further that the Company’s reliance on these exemptions is based in part on the representations made by Grantee in the Agreement. In this connection, Grantee represents and warrants that the offer and sale of the Shares were made solely in _____________.
(b) Grantee understands the term “accredited investor” as used in Regulation D promulgated under the Act and represents and warrants to the Company that he is an “accredited investor” for purposes of acquiring the Shares. The nature and amount of Grantee’s investment in the Shares is consistent with Grantee’s investment objectives, abilities, and resources. Grantee understands that the Shares are an illiquid investment, which will not become freely transferable by reason of any “change of circumstances” whatever. Grantee has adequate means of providing for Grantee’s current needs and possible contingencies and has no need for liquidity in Grantee’s investment.
(c) Grantee is acquiring the Shares for Grantee’s own account for investment, and not for, with a view to, or in connection with the resale or distribution thereof. Grantee has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any portion thereof or any interest therein.
Representations of Grantee. Grantee represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows:
(a) Grantee is acquiring the Shares for Grantee’s own account for investment, and not for, with a view to, or in connection with the resale or distribution thereof. Grantee has no present intention to sell, hypothecate, distribute or otherwise transfer the Shares or any portion thereof or any interest therein.
(b) In connection with Grantee’s acquisition of the Shares, Grantee accepts the condition that the Company may maintain “stop transfer” orders with respect to the Shares and that each certificate or other document evidencing the Shares will bear conspicuous legends in substantially the form set forth in Section 7 of this Agreement.
(c) Grantee has obtained all financial or legal advice as Grantee deems necessary with respect to Grantee’s acquisition of the Shares. Grantee has fully investigated the Company and its business and financial condition, to include a review of the Company’s pubic filings with the Securities and Exchange Commission, and has knowledge of the Company’s current activities.
