Securities Representations Clause Example with 79 Variations 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 Stock of the Company, Shares, (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 vested Restricted 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

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 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 rely...ing 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 1 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

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. 3 11. 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 will 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 will 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

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 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 rely...ing 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 1 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

Securities Representations. This The Integration RSUs 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 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 represent...ations set forth in this Section 10. 13. (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 Integration RSUs 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 the Integration RSUs and the Company is under no obligation to register such shares of Common Stock the Integration RSUs (or to file a "re-offer prospectus"). 5 (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 Shares 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 vested RSUs hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom. View More

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. 4 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 re...lying 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

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 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 rely...ing 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

Securities Representations. This The grant of the PSUs 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 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 and in this connection the Company is relyin...g in part on the Participant's his or her representations set forth in this Section 10. section; (b) If the Participant 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"). prospectus"); (c) If the Participant 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

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 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 and in this connection the Company is relyin...g in part on the Participant's his or her representations set forth in this Section 10. section; (b) If the Participant 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"). prospectus"); (c) If the Participant 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

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 Stock of the Company, (B) Stock, (A) adequate information concerning the Company is then available to the public, and (C) (A) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) (i) 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