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 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. 3 Form 1 3/19 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 of Rule 144 or any exemption therefrom. conditions. View More
Found in Henry Schein 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 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"). Form 11 2/14 2 (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 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"). Form 7 3/15 2 (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 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 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 participant 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.9. 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 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 10. 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. Form 5 3/15 2 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 of Rule 144 or any exemption therefrom. conditions. View More
Found in Henry Schein 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 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"). 4 (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 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. 4 (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 of Rule 144 or any exemption therefrom. conditions. View More
Found in Henry Schein 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 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 of Rule 144 or any exemption therefrom. conditions. View More
Found in 8 Contracts from Henry Schein
Securities Representations. This 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 the Participant has been advised that the Participant participant may be an "affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as amended (the "Act"), currently or at the time the Participant desi...res to sell the Shares following the vesting of the Restricted Stock, and in this connection the Company is relying in part on the Participant's representations set forth in this Section 10. section. (b) If the Participant 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 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) (i) a public trading market then exists for the Common Stock Share 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 6. No Obligation to Continue Service. This Agreement is not an agreement of Rule 144 employment or services. This Agreement does not guarantee that the Company or its Affiliates will retain or continue to retain the Participant as a director or in any other capacity during the entire, or any exemption therefrom. portion of the, term of this Agreement, including but not limited to any period during which the Restricted Stock are outstanding, nor does it modify in any respect the Company or its Affiliate's right to terminate or modify the Participant's service or compensation. View More
Found in P&F INDUSTRIES INC contract
Securities Representations. This The grant of the Restricted Stock Units and issuance of shares of Common Stock 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 of Common Stock may be issued hereunder if the issuance of such shares of Common Stock 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 of Common Stock 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. Form 2 3/21 3 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 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 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 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 Henry Schein contract