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. 11. (b) If the Participant is deem...ed 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 ‘‘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. 12. No Waiver. No waiver or non-action by either party hereto with respect to any breach by the other party of any provision of this Agreement shall be deemed or construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself. View More

Securities Representations. This The Time 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: 4 (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 representation...s 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 Time 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 Time RSUs and the Company is under no obligation to register such shares of Common Stock the Time RSUs (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 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 Time 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 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) adequate information concerning the Company is then available to the public, 7 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

Securities Representations. This The Shares are being issued to the Participant and this Award 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 of 1933 (the "Securities Act") and in this connection the Company is relying in part on ...the Participant's representations set forth in this Section 10. 7; (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 The Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such shares of Common Stock Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register such shares the resale of Common Stock the Shares (or to file a "re-offer prospectus"). 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 The exemption from registration under Rule 144 will not be available under current law unless (A) (i) a public trading market then exists for the Common Stock of the Company, (B) 2 (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 of Common Stock will 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) 8.1. 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 an affiliate within the meaning of Rule 144 of the Securities Act, the shares of section; 8.2. The Common Stock issuable hereunder must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Common Stock or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such shares of Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register such shares the resale of the 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 prospectus"); 8.3. The exemption from registration under Rule 144 will not be available under current law 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 shares of Common Stock will 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) 7.1. 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 an affiliate within the meaning of Rule 144 of the Securities Act, the shares of section; -7- 7.2. The Common Stock issuable hereunder must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Common Stock or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such shares of Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register such shares the resale of the 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 prospectus"); 7.3. The exemption from registration under Rule 144 will not be available under current law 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 shares of Common Stock will 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) 9.1. 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 an affiliate within the meaning of Rule 144 of the Securities Act, the shares of section; 9.2. The Common Stock issuable hereunder must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Common Stock or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such shares of Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register such shares the resale of the 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 prospectus"); 9.3. The exemption from registration under Rule 144 will not be available under current law 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 shares of Common Stock will 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) 7.1. 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 an affiliate within the meaning of Rule 144 of the Securities Act, the shares of section; 7.2. The Common Stock issuable hereunder must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Common Stock or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such shares of Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register such shares the resale of the 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 prospectus"); 7.3. The exemption from registration under Rule 144 will not be available under current law 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 Performance 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 Performance 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 Performance RSUs and the Company is under no obligation to register such shares of Common Stock the Performance RSUs (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 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 Performance 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. 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. 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 The Shares must be held indefinitely by the Participant unless (i) an exemption from any applicable resale restrictions the registration requirements of the Securities Act is available for the resale of such Shares or (ii) the Company files an additional registration statement (or a "re-offer prospectus") with regard to the resale of such shares of Common Stock Shares and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register such shares the resale of Common Stock the Shares (or to file a "re-offer prospectus"). 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 The exemption from registration under Rule 144 will not be available under current law 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