Securities Representations Clause Example with 79 Variations from Business Contracts

This page contains Securities 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.
Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. (b) If the Participant is deemed a...n affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 such shares of Common Stock (or to file a "re-offer prospectus"). (c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. View More
Found in Ping Identity Holding Corp. contract

Variations of a "Securities Representations" Clause from Business Contracts

Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant has been advised that the Participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. (b) If the Participant is deemed a...n affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 such shares of Common Stock (or to file a "re-offer prospectus"). (c) If (c)If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Common Company Stock of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of Common Company Stock issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. -4- 12.Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. View More
Found in Six Flags contract
Securities Representations. This The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may th...en be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Common Stock are being issued to you and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents warranties. You acknowledge, represent and warrants that: (a) The Participant has warrant that:(a) you have been advised that the Participant you 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 the Participant's your representations set forth in this Section 10. section. (b) If the Participant is you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder issued to you 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 such the shares of Common Stock (or to file a "re-offer prospectus"). (c) If the Participant is you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands you understand that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) Stock, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any 3 exemption therefrom are complied with, with; and (ii) that any sale sales of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in Comtech Telecommunications Corp. contract
Securities Representations. This The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may th...en be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Common Stock are being issued to you and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents warranties. You acknowledge, represent and warrants warrant that: 4 (a) The Participant has you have been advised that the Participant you 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 the Participant's your representations set forth in this Section 10. section. (b) If the Participant is you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder issued to you 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 such the shares of Common Stock (or to file a "re-offer prospectus"). (c) If the Participant is you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands you understand that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) Stock, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale sales of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in Comtech Telecommunications Corp. contract
Securities Representations. This The grant of the Award and issuance of shares of Common Stock upon settlement of the Award shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shares may th...en be listed. As a condition to the settlement of the Award, the Company may require you to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.The shares of Common Stock are being issued to you and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents warranties. You acknowledge, represent and warrants that: (a) The Participant has warrant that:(a) you have been advised that the Participant you 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 the Participant's your representations set forth in this Section 10. section. (b) If the Participant is you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder issued to you 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 such the shares of Common Stock (or to file a "re-offer prospectus"). (c) If the Participant is you are deemed to be an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands you understand that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) Stock, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale sales of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in 2 Contracts from Comtech Telecommunications Corp.
Securities Representations. This The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then... be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation. The Shares are being issued to the Participant and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant He or she has been advised that the Participant 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 the Participant's his or her representations set forth in this Section 10. section. (b) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 Common Stock Shares and the Company is under no obligation to register such shares of Common Stock the Shares (or to file a "re-offer prospectus"). (c) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the shares of Common Stock issuable hereunder Shares may be made only in limited amounts in accordance with the such terms and conditions conditions. 4 13. Transfer of Rule 144 or Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company of any exemption therefrom. personal data information related to the Restricted Stock Units awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant's home country and including to countries with less data protection than the data protection provided by the Participant's home country. This authorization/consent is freely given by the Participant. View More
Found in Henry Schein contract
Securities Representations. This The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement is are being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant 3.1 he or she has been advised that the Participant 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 t...his connection the Company is relying in part on the Participant's his or her representations set forth in this Section 10. (b) If section; 1 NTD: The number of RSUs granted will be determined by dividing award value by the Participant average closing price of Company stock on the ten trading days leading up to and including the Grant Date, rounded to the nearest whole number. -1 3.2 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 such shares of the Common Stock (or to file a "re-offer prospectus"). (c) If the Participant prospectus"); 3.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) Stock, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in MarketAxess Holdings Inc contract
Securities Representations. This The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement is are being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) 1 NTD: The Participant number of RSUs granted will be determined by dividing award value by the average closing price of Company stock on the ten trading days leading up to and including the Grant... Date, rounded to the nearest whole number. -1 3.1 he or she has been advised that the Participant 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 the Participant's his or her representations set forth in this Section 10. (b) If the Participant section; 3.2 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 such shares of the Common Stock (or to file a "re-offer prospectus"). (c) If the Participant prospectus"); 3.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) Stock, (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in MarketAxess Holdings Inc contract
Securities Representations. This The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then... be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant He or she has been advised that the Participant 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 the Participant's his or her representations set forth in this Section 10. section. (b) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 Common Stock Shares and the Company is under no obligation to register such shares of Common Stock the Shares (or to file a "re-offer prospectus"). 3/18 Form 5 3 (c) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the shares of Common Stock issuable hereunder Shares may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in Henry Schein contract
Securities Representations. This The grant of the Units and issuance of shares of Common Stock upon settlement of the Adjusted Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which such shar...es may then be listed. As a condition to the settlement of the Adjusted Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The shares of Common Stock are being issued to the Participant and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant that:(a) He or she has been advised that the Participant 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 the Participant's his or her representations set forth in this Section 10. Section. (b) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 Common Stock and the Company is under no obligation to register such the shares of Common Stock (or to file a "re-offer prospectus"). (c) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) (ii) adequate information concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale sales of the shares of Common Stock issuable hereunder may be made only in limited amounts in accordance with the such terms and conditions conditions.11. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Rule 144 or Common Stock issued pursuant to this Agreement. The 3 Participant shall, at the request of the Company, promptly present to the Company any exemption therefrom. and all certificates representing shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 11. View More
Found in CELGENE CORP contract
Securities Representations. This The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then... be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation. The Shares would be issued to the Participant and this Agreement is being entered into made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: (a) The Participant He or she has been advised that the Participant 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 the Participant's his or her representations set forth in this Section 10. section. (b) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Common Stock issuable hereunder 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 Common Stock Shares and the Company is under no obligation to register such shares of Common Stock the Shares (or to file a "re-offer prospectus"). (c) If the Participant he or she is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant he or she understands that (i) the exemption from registration under Rule 144 will not be available unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) (ii) adequate information 4 concerning the Company is then available to the public, and (C) (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, with; and (ii) that any sale of the shares of Common Stock issuable hereunder Shares may be made only in limited amounts in accordance with the such terms and conditions of Rule 144 or any exemption therefrom. conditions. View More
Found in Henry Schein contract