Representations and Warranties of Optionee Clause Samples

Representations and Warranties of Optionee. (a) Optionee represents and warrants that this Option is being acquired by Optionee for Optionee's personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof. (b) Optionee acknowledges that the Company may issue Shares upon the exercise of the Option without registering such Shares under the Securities Act of l933, as amended (the "Securities Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing thereof and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Securities Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Securities Act or an exemption from such registration is available. (c) Optionee acknowledges receipt of a copy of the Plan and understands that all rights and obligations connected with this Option are set forth in this Agreement and in the Plan.

Representations and Warranties of Optionee. Notwithstanding the foregoing, this Option shall not be exercisable by the Optionee unless: (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise; or (b) there is an exemption from the registration requirements under the Securities Act for the issuance of the shares of Common Stock upon exercise. The Optionee hereby represents and warrants to the Company, that: (i) the shares of Common Stock to be issued upon the exercise of this Option are being acquired by the Optionee for the Optionee's own account, for investment only and not with a view to the resale or distribution thereof; and (ii) any subsequent resale or distribution of shares of Common Stock by the Optionee will be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company with a favorable written opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. Such representation and warranties shall also be deemed to be made by the Optionee upon each exercise of this Option. Nothing herein shall be construed as requiring the Company to register the shares subject to this Option under the Securities Act.

Representations and Warranties of Optionee. Optionee represents and warrants that:

Representations and Warranties of Optionee. As a condition to receipt of the Option and for other good and valuable consideration, receipt of which is hereby acknowledge, the Optionee represents and warrants to the Company as follows: (i) Optionee acknowledges that the Company is a development stage company with no significant operating history and that there are significant risks associated with the Company's business. Accordingly, the value of the Option and the Option Shares will be based upon the Company's development of its business which is subject to significant risks; and (ii) Optionee understands that the Option and the Option Shares (issuable upon exercise of the Option) are being offered and sold under an exemption from registration provided by Section 4 of the Act and the regulations promulgated thereunder, as well as applicable State law exemptions, and warrants and represents that the Option and the Option Shares are being or will be (in the case of the Option Shares) acquired by the undersigned solely for the undersigned's own account, for investment purposes only, and are not being purchased with the intent or view to resell the Option or the Option Shares or for the resale, distribution, subdivision or fractionalization thereof. Consequently, the undersigned must bear the economic risk of the investment for an indefinite period of time because the Option and the Option Shares cannot be resold or otherwise transferred unless subsequently registered under the act and qualified under applicable State law or an opinion of qualified counsel that indicates an exemption from registration and/or qualification is available.

Representations and Warranties of Optionee. (a) Optionee represents and warrants that this Option is being acquired by Optionee for his or her personal account, for investment purposes only, and not with a view to the distribution, resale or other disposition thereof. (b) Optionee acknowledges that the Company may issue Shares upon the exercise of this Option without registering such Common Stock under the Securities Act of 1933, as amended (the "Act"), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that his or her exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in order to assure the availability of such exemptions, including a representation that Optionee is acquiring the Shares for investment and not with a present intention of selling or otherwise disposing such Shares and an agreement by Optionee that the certificates evidencing the Shares may bear a legend indicating such non-registration under the Act and the resulting restrictions on transfer. Optionee acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Shares indefinitely unless they are subsequently registered for resale under the Act or an exemption from such registration is available. Optionee further acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Shares issued upon exercise of this Option, and Optionee hereby consents to the placing of any such legends upon certificates evidencing the Shares as the Company, or its counsel, may deem necessary.

Representations and Warranties of Optionee. The Optionee hereby represents and warrants to the Company as follows: (a) The Optionee has the legal right and capacity to enter into this Agreement and he fully understands the terms of this Agreement. (b) The Optionee will acquire the Option Shares, if the Option is exercised, for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933 (the "Act"). (c) The Optionee will not, directly or indirectly, offer, sell, assign, transfer, pledge, hypothecate or otherwise dispose of in any way, this Option other than in accordance with the terms of this Agreement. (d) The Optionee acknowledges and agrees that the Option Shares, when issued and delivered to him pursuant to an exercise of this Option, will be "restricted" Shares, and may only be sold or otherwise transferred by him in accordance with the provisions of the Act.

Representations and Warranties of Optionee. Optionee represents and warrants to the Company as follows:

Representations and Warranties of Optionee. Optionee represents and warrants on the date hereof and at the Exercise Date that: (a) The execution, delivery and performance by Optionee of this Agreement has been, and the Note and the Pledge Agreement will be, duly authorized by all requisite corporate action. This Agreement has been, and the Note and the Pledge Agreement will be, duly executed and delivered on behalf of Optionee and constitute the valid and binding obligations of Optionee, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity. (b) Optionee acknowledges that all documents, records and books pertaining to this investment have been made available for inspection by it, its attorney and/or its accountant and the books and records of the Company will be available upon reasonable notice, for inspection by Optionee during reasonable business hours at the Company's principal place of business. Optionee and/or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of the offering of the Option and the Securities. All such questions have been answered to the full satisfaction of Optionee. No representations (whether written or oral) have been furnished to Optionee or its advisor(s) in connection with the offering of the Option or the Securities which were in any way inconsistent with the information referenced above. Optionee is acquiring the Option and the Securities without being furnished any offering literature or prospectus other than the documents referred to herein. (c) Optionee (i) has adequate means of providing for its current needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in the Option and the Securities for an indefinite period, (iv) can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable, that are disproportionate to Optionee's net worth, and Optionee's investment in the Option and the Securities will not cause such overall commitment to become excessive. (d) Optionee recognizes that the purchase of the Option and th...

Representations and Warranties of Optionee. Optionee hereby represents and warrants that (i) Optionee has good and unencumbered title to the Options, free and clear of all restrictions or limitations of any kind whatsoever, (ii) Optionee has not transferred or otherwise disposed of (including by gift), or consented to any transfer of, any of the Options or any interest therein, or entered into any arrangement with respect to the transfer of the Options to any person or entity other than the Company, and (iii) Optionee has carefully reviewed this Agreement and fully understands the terms and conditions hereof and intends for the terms hereof to be binding on and enforceable against Optionee and has entered into this Agreement voluntarily. All representations and warranties of Optionee contained herein will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.