Investment Representations Clause Example with 22 Variations from Business Contracts
This page contains Investment Representations clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Investment Representations. In connection with the purchase of the Common Stock, Purchaser represents to the Company the following: (a) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment for Purchaser's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within ...the meaning of the Securities Act. (b) Purchaser understands that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the Common Stock. Purchaser understands that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied.View More
Variations of a "Investment Representations" Clause from Business Contracts
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Shares under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Shares. You are acquiring the Common Stock Shares for investment for Purchaser's your own account ...only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. Act or under any applicable provision of U.S. state law. You do not have any present intention to transfer the Shares to any other person or entity. (b) Purchaser understands You understand that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock securities must be held indefinitely unless the Common Stock is they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands securities. You understand that the certificate evidencing the Common Stock Shares will be imprinted with a legend that prohibits the transfer of the Common Stock Shares unless the Common Stock is Shares are registered or such registration is not required in the opinion of counsel for the Company. 7 (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, Rule 144, promulgated under the Securities Act, as in effect from time to time, which, in substance, permit permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 You understand that the Company provides that if the issuer qualifies under Rule 701 at the time of issuance no assurances as to whether you will be able to resell any or all of the securities, such issuance will be exempt from registration under the Securities Act. In the event Shares pursuant to Rule 144, which rule requires, among other things, that the Company becomes be subject to the reporting requirements of Section 13 or 15(d) the Exchange Act, that resales of securities take place only after the holder of the Securities Exchange Act Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 15(d), you acknowledge and agree to the satisfaction of certain restrictions set forth in Section 15(e) below. (e) You further understand that in the event all of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or 701, some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the U.S. Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such event, Purchaser would be precluded from selling transactions do so at their own risk. (f) You represent that you are not subject to any of the Common Stock "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under Rule 144 or 701 even the Securities Act. You also agree to notify the Company if you become subject to such disqualifications after the minimum holding period requirement had been satisfied. date hereof. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Shares under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Shares. You are acquiring the Common Stock Shares for investment for Purchaser's your own account ...only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. Act or under any applicable provision of U.S. state law. You do not have any present intention to transfer the Shares to any other person or entity. (b) Purchaser understands You understand that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. 7 (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock securities must be held indefinitely unless the Common Stock is they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands securities. You understand that the certificate evidencing the Common Stock Shares will be imprinted with a legend that prohibits the transfer of the Common Stock Shares unless the Common Stock is Shares are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, Rule 144, promulgated under the Securities Act, as in effect from time to time, which, in substance, permit permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 You understand that the Company provides that if the issuer qualifies under Rule 701 at the time of issuance no assurances as to whether you will be able to resell any or all of the securities, such issuance will be exempt from registration under the Securities Act. In the event Shares pursuant to Rule 144, which rule requires, among other things, that the Company becomes be subject to the reporting requirements of Section 13 or 15(d) the Exchange Act, that resales of securities take place only after the holder of the Securities Exchange Act Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 15(d), you acknowledge and agree to the satisfaction of certain restrictions set forth in Section 15(e) below. (e) You further understand that in the event all of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or 701, some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of the U.S. Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such event, Purchaser would be precluded from selling transactions do so at their own risk. (f) You represent that you are not subject to any of the Common Stock "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under Rule 144 or 701 even the Securities Act. You also agree to notify the Company if you become subject to such disqualifications after the minimum holding period requirement had been satisfied. date hereof. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Property under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Property. You are acquiring the Common Stock Property for investment for Purchaser's your own ac...count only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You are an "accredited investor" as such term is defined in Rule 501 under the Securities Act. (c) You understand that the Common Stock Property has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. (c) Purchaser in this Agreement. (d) You further acknowledges acknowledge and understands understand that the Common Stock any Property that is securities must be held indefinitely unless the Common Stock is securities are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands Property. You understand that the certificate evidencing the Common Stock Property will be imprinted with a legend that prohibits the transfer of the Common Stock Property unless the Common Stock Property is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is (e) You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision agreement described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser 7. (g) You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock securities there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock securities under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase of the Common Stock, Shares, the Purchaser represents to the Company the following: (a) The Shares to be purchased by the Purchaser is aware of the Company's business affairs and financial condition and has hereunder will be acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment for the Purchaser's own account only and not with a view to,...to the public resale or for resale in connection with, any "distribution" distribution thereof within the meaning of the Securities Act. Act of 1933, as amended (the "Securities Act"). (b) The Purchaser has received or has had full access to all the information the Purchaser considers necessary or appropriate to make an informed investment decision with respect to the Shares. (c) The Purchaser understands that the Common Stock purchase of the Shares involves substantial risk. The Purchaser: (i) has experience as an investor in securities of companies in the development stage and acknowledges that the Purchaser is able to fend for itself, can bear the economic risk of the Purchaser's investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its investment in the Shares and protecting its investment; and/or (ii) has a preexisting business relationship with the Company and/or certain of its other officers, directors or controlling persons of a nature and duration that enables the Purchaser to be aware of the character, business acumen and financial circumstances of such persons. (d) The Purchaser has not been registered solicited to offer to purchase or to purchase any Shares by means of any general solicitation or advertising within the meaning of Regulation D promulgated under the Securities Act by reason ("Regulation D"). (e) The Purchaser is not a person of the type described in Section 506(d) of Regulation D that would disqualify the Company from engaging in a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature transaction pursuant to Section 506 of Purchaser's investment intent as expressed herein. (c) Regulation D. (f) The Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless Shares are characterized as "restricted securities" under the Common Stock is subsequently registered Securities Act, in a transaction not involving a public offering and that under the Securities Act or an exemption from and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser represents that it is available. familiar with Rule 144 of the Securities and Exchange Commission and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser further acknowledges and understands that the Company is under no obligation to register any of the Common Stock. Purchaser understands that the securities sold hereunder. 3 8. Stock Certificate Legends; Other Restrictions. (a) The share certificate evidencing the Common Stock will Shares issued hereunder shall be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar endorsed with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in following legends: i. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT. ii. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION, A COPY OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION. iii. Any legend required by any applicable state securities laws. (b) The Purchaser further acknowledges that it is a non-public offering subject condition to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, Shares to the Purchaser that the Purchaser agrees to be bound by the terms and conditions of, and become a party to, any stockholders', voting or similar agreements of the Company, as required by the terms of such issuance will agreements. The Purchaser hereby agrees to be exempt from registration under the Securities Act. In the event so bound and to execute any additional documents as may be deemed necessary or advisable by the Company becomes subject in order to effectuate the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. foregoing agreements. View More
Investment Representations. In connection with the purchase of the Common Stock, Shares, the Purchaser represents to the Company the following: (a) The Shares to be purchased by the Purchaser is aware of the Company's business affairs and financial condition and has hereunder will be acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is acquiring the Common Stock for investment for the Purchaser's own account only and not with a view to,...to the public resale or for resale in connection with, any "distribution" distribution thereof within the meaning of the Securities Act. Act of 1933, as amended (the "Securities Act"). (b) The Purchaser has received or has had full access to all the information the Purchaser considers necessary or appropriate to make an informed investment decision with respect to the Shares. (c) The Purchaser understands that the Common Stock purchase of the Shares involves substantial risk. The Purchaser: (i) has experience as an investor in securities of companies in the development stage and acknowledges that the Purchaser is able to fend for itself, can bear the economic risk of the Purchaser's investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of its investment in the Shares and protecting its investment; and/or (ii) has a preexisting business relationship with the Company and/or certain of its other officers, directors or controlling persons of a nature and duration that enables the Purchaser to be aware of the character, business acumen and financial circumstances of such persons. (d) The Purchaser has not been registered solicited to offer to purchase or to purchase any Shares by means of any general solicitation or advertising within the meaning of Regulation D promulgated under the Securities Act by reason ("Regulation D"). (e) The Purchaser is not a person of the type described in Section 506(d) of Regulation D that would disqualify the Company from engaging in a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature transaction pursuant to Section 506 of Purchaser's investment intent as expressed herein. (c) Regulation D. (f) The Purchaser further acknowledges and understands that the Common Stock must be held indefinitely unless Shares are characterized as "restricted securities" under the Common Stock is subsequently registered Securities Act, in a transaction not involving a public offering and that under the Securities Act or an exemption from and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser represents that it is available. familiar with Rule 144 of the Securities and Exchange Commission and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser further acknowledges and understands that the Company is under no obligation to register any of the Common Stock. Purchaser understands that the securities sold hereunder. 3 9. Stock Certificate Legends; Other Restrictions. (a) The share certificate evidencing the Common Stock will Shares issued hereunder shall be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar endorsed with the provisions of Rules 144 and 701, under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in following legends: i. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT. ii. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION, A COPY OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION. iii. Any legend required by any applicable state securities laws. (b) Purchaser further acknowledges that it is a non-public offering subject condition to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, Shares to Purchaser that Purchaser agrees to be bound by the terms and conditions of, and become a party to, any stockholders', voting or similar agreements of the Company, as required by the terms of such issuance will agreements. Purchaser hereby agrees to be exempt from registration under the Securities Act. In the event so bound and to execute any additional documents as may be deemed necessary or advisable by the Company becomes subject in order to effectuate the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, then the Common Stock may be resold by Purchaser in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser further understands that at the time Purchaser wishes to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. foregoing agreements. View More
Investment Representations. In connection with the purchase your receipt of the Common Stock, Purchaser represents Award and the Shares under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Shares. You are acquiring the Common Stock Shares for investment for Purchaser's your ow...n account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock Shares must be held indefinitely unless the Common Stock is Shares are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands Shares. You understand that the certificate evidencing the Common Stock Shares will be imprinted with a legend that prohibits the transfer of the Common Stock Shares unless the Common Stock is Shares are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. Lock-Up Agreement. 4 (e) In the event that the sale of the Common Stock Shares does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock Shares may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying satisfy the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock Shares under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Award and the Shares under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Shares. You are acquiring the Common Stock Shares for investment for Purchaser's you...r own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock Shares must be held indefinitely unless the Common Stock is Shares are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands Shares. You understand that the certificate evidencing the Common Stock Shares will be imprinted with a legend that prohibits the transfer of the Common Stock Shares unless the Common Stock is Shares are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision Lock-Up Period agreement described in Purchaser's Stock Option Agreement and Section 12 below. 7. (e) In the event that the sale of the Common Stock Shares does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock Shares may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock Shares there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying have satisfied the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock Shares under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is You are acquiring the Common Stock for investment for Purchaser's your own account only and not wit...h a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules 144 and 701, 701 under the Securities Act, as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and the market stand-off provision agreement described in Purchaser's Stock Option Agreement and Section 12 below. 7. (e) In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. 4 15. NO OBLIGATION TO MINIMIZE TAXES. You acknowledge that the Company is not making representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalent payments. Further, you acknowledge that the Company does not have any duty or obligation to minimize your liability for Tax-Related Items arising from the Award and will not be liable to you for any Tax-Related Items arising in connection with the Award. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Shares. You are acquiring the Common Stock Shares for investment for Purchaser's your own account o...nly and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Award Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock Shares must be held indefinitely unless the Common Stock is Shares are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is You are familiar with the provisions of Rules Rule 701 and Rule 144 and 701, promulgated under the Securities Act, Act ("Rule 144"), as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and by the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. agreement(s) relating to the Lock-Up Period. (e) In the event that the sale of the Common Stock Shares does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock Shares may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. 7 (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock Shares, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock Shares under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
Investment Representations. In connection with the purchase your acquisition of the Common Stock, Purchaser represents Stock under your Award, you represent to the Company the following: (a) Purchaser is You are aware of the Company's business affairs and financial condition and has have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Stock. Purchaser is Shares. You are acquiring the Common Stock Shares for investment for Purchaser's your own account o...nly and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act. (b) Purchaser understands You understand that the Common Stock has Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's your investment intent as expressed herein. in this Award Agreement. (c) Purchaser You further acknowledges acknowledge and understands understand that the Common Stock Shares must be held indefinitely unless the Common Stock is Shares are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser You further acknowledges acknowledge and understands understand that the Company is under no obligation to register the Common Stock. Purchaser understands You understand that the certificate evidencing the Common Stock will be imprinted with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered or such registration is not required in the opinion of counsel for the Company. 5 (d) Purchaser is You are familiar with the provisions of Rules Rule 701 and Rule 144 and 701, promulgated under the Securities Act, Act ("Rule 144"), as in effect from time to time, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Act, the securities exempt under Rule 701 may be sold by Purchaser ninety (90) you 90 days thereafter, subject to the satisfaction of certain of the conditions specified by Rule 144 and by the market stand-off provision described in Purchaser's Stock Option Agreement and Section 12 below. agreement(s) relating to the Lock-Up Period. (e) In the event that the sale of the Common Stock Shares does not qualify under Rule 701 at the time of purchase, issuance, then the Common Stock Shares may be resold by Purchaser you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company, Company; and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (f) Purchaser You further understands understand that at the time Purchaser wishes you wish to sell the Common Stock Shares, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements of Rule 144 or 701, and that, in such event, Purchaser you would be precluded from selling the Common Stock Shares under Rule 144 or 701 even if the minimum holding period requirement had been satisfied. View More
