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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment. (e) Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon an exemption therefrom. Optionee understands that the Option and the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available. (f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in the Option or the Securities. (g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless the transferee meets the suitability standards as an initial purchaser of the Option or the Securities. Optionee understands that legends will be placed on certificates representing the Securities, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, resale or other disposition thereof.
Appears in 2 contracts
Sources: Option Agreement (Rhi Holdings Inc), Option Agreement (Fairchild Industries Inc /De/)
Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants on to the date hereof and at the Exercise Date thatCompany as follows:
(a) a. The execution, delivery and performance by Optionee of this Agreement has beenOption is, 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 any Common Stock 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 may acquire pursuant to the exercise of judicial discretion in accordance the Option (together with general principles the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of equityany part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control.
(b) b. Optionee acknowledges understands 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 be, registered under the Securities involves significant risks and is not recommended for investors who have any need for a current return Act on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands basis that the sale of the Option or the Securities have not been registered is exempt from registration under the Securities Act of 1933under Section 4(2) thereof, as amended (and that the "Act"), in Company’s reliance upon an on such exemption therefrom. is predicated on Optionee’s representations set forth herein.
c. Optionee understands and agrees that the Option and Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersrequirements, and no other person has a direct or indirect beneficial interest that in the Option absence of an effective registration statement covering such Securities or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt an available exemption from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless Act, such Securities must be held indefinitely.
d. Optionee has the transferee meets ability to bear the suitability standards as an initial purchaser economic risks of the Option or Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that legends will be placed on (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss.
e. Optionee acknowledges and agrees that all certificates representing evidencing the SecuritiesCommon Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignmentOFFERED FOR SALE, resale or other disposition thereofPLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 2 contracts
Sources: Stock Option Agreement (Kaching Kaching, Inc.), Stock Option Agreement (Kaching Kaching, Inc.)
Representations and Warranties of Optionee. In connection with the grant of the Options hereunder, Optionee hereby represents and warrants on to the date hereof and at the Exercise Date thatCompany as follows:
(a) a. The execution, delivery and performance by Optionee of this Agreement has beenOptions are, 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 any Common Stock 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 may acquire pursuant to the exercise of judicial discretion in accordance the Options (together with general principles the Options, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of equityany part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control.
(b) b. Optionee acknowledges understands 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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands that the sale of the Option or the Securities have not been be, registered under the Securities Act of 1933, as amended (the "“Securities Act"”), in on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance upon an on such exemption therefrom. is predicated on Optionee’s representations set forth herein.
c. Optionee understands and agrees that the Option and Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersrequirements, and no other person has a direct or indirect beneficial interest that in the Option absence of an effective registration statement covering such Securities or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt an available exemption from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless Act, such Securities must be held indefinitely.
d. Optionee has the transferee meets ability to bear the suitability standards as an initial purchaser economic risks of the Option or Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that legends will be placed on (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss.
e. Optionee acknowledges and agrees that all certificates representing evidencing the SecuritiesCommon Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignmentOFFERED FOR SALE, resale or other disposition thereofPLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 2 contracts
Sources: Option Agreement, Stock Option Agreement (Global Clean Energy Holdings, Inc.)
Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants on to the date hereof and at the Exercise Date thatCompany as follows:
(a) a. The execution, delivery and performance by Optionee of this Agreement has beenOption is, 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 any Common Stock 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 may acquire pursuant to the exercise of judicial discretion in accordance the Option (together with general principles the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of equityany part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control.
(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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) b. Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), in on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance upon an on such exemption therefrom. is predicated on Optionee’s representations set forth herein.
c. Optionee understands and agrees that the Option and Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersrequirements, and no other person has a direct or indirect beneficial interest that in the Option absence of an effective registration statement covering such Securities or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt an available exemption from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless Act, such Securities must be held indefinitely.
d. Optionee has the transferee meets ability to bear the suitability standards as an initial purchaser economic risks of the Option or Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that legends will be placed on an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss.
e. Optionee acknowledges and agrees that all certificates representing evidencing the Securities, with respect to Common Stock issuable upon the above restrictions on resale or other disposition exercise of the Securities and that stop transfer instructions have or will be placed with respect to Option shall bear substantially the Option and the Securities so as to restrict the assignmentfollowing legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, resale or other disposition thereofOFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 2 contracts
Sources: Stock Option Agreement (Global Clean Energy Holdings, Inc.), Stock Option Agreement (Global Clean Energy Holdings, Inc.)
Representations and Warranties of Optionee. In order to induce TMP and ▇▇▇▇▇▇ to execute and deliver this Agreement, and acknowledging that TMP and ▇▇▇▇▇▇ are relying thereon, Optionee hereby represents and warrants on warrants, and, as a condition to TMP's obligation to deliver the Option Shares to Optionee, Optionee shall represent and warrant to TMP as of the date hereof and at of Optionee's exercise of the Exercise Date thatOption, as follows:
(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 Optionee's current needs and possible personal contingencies, (ii) contingencies and Optionee has no need for liquidity now and anticipates no need in this investment, (iii) is the foreseeable future to sell the Option or the shares of Common Stock issuable upon exercise thereof. Optionee will be able to bear the substantial economic risks of an investment in the transactions contemplated hereby and consequently, without limiting the generality of the foregoing, Optionee will be able to hold the Option and or the Securities shares of Common Stock issuable upon exercise thereof for an indefinite period, (iv) can afford period of time and has a complete sufficient net worth to sustain a 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 entire investment in TMP in the Option and the Securities will not cause event such overall commitment to become excessiveloss should occur.
(db) Optionee, its advisors, if any, and its representatives, if any, have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated hereby and of protecting Optionee's interests in connection herewith. Optionee recognizes that the purchase transactions contemplated hereby involve a high degree of the Option and the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon an exemption therefromrisk. Optionee further understands that the Option and the Securities must be held indefinitely unless shares of Common Stock underlying the sale or other transfer thereof Option are highly speculative and are not suitable for investors who cannot afford to lose all of their investment. Optionee is subsequently registered under familiar with the Act or an exemption from nature of, and risks attendant to, investments in securities such registration as the Option and the shares of Common Stock underlying the Option and has determined that the acquisition of such securities is availableconsistent with Optionee's investment objectives.
(fc) The Option Optionee has acquired the Option, and in the Securities are being purchased solely event of exercise of the Option, will acquire the shares of the Common Stock underlying the Option, for Optionee's own account for investment purposes only and not with a view to or for resale in connection with any distribution thereof.
(d) Optionee has not offered or sold any portion of the account Option or the shares of Common Stock underlying the Option and has no present intention of dividing the Option or the shares of Common Stock underlying the Option with others or of selling, distributing or otherwise disposing of any portion of the Option or the shares of Common Stock underlying the Option either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. No one other person and not for distribution, assignment or resale to others, and no other person than Optionee has a direct or indirect beneficial any interest in the Option or the Securitiesshares of Common Stock underlying the Option.
(e) Optionee is aware that Optionee must bear the economic risk of Optionee's investment in TMP for an indefinite period of time because the Option and the shares of Common Stock underlying the Option will not be registered under the Securities Act, or under the securities laws of various states and, therefore, such securities cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available. Further, Optionee understands that only TMP can take action so as to register the Option and the shares of Common Stock underlying the Option on behalf of TMP and TMP is under no obligation to do so, and does not otherwise propose to do so. The undersigned understands that the Option and the shares of Common Stock underlying the Option have not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and no such agency has passed on the accuracy or adequacy of this Agreement, the Stock Purchase Agreement or any of the other Transaction Documents (as defined in the Stock Purchase Agreement).
(f) Optionee understands and acknowledges that the Option and, upon exercise of the Option in accordance with the terms hereof, the shares of Common Stock underlying the Option, are or will be offered and sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act; that the reliance of TMP and ▇▇▇▇▇▇ upon that exemption is predicated, in part, on the representations and warranties made and to be made by Optionee in and pursuant to this Agreement; and that the aforementioned exemption may not be available if any of those representations and warranties are not true and accurate. Optionee understands and agrees that Optionee cannot sell, transfer or otherwise dispose of all or any portion of the Option or the shares of Common Stock underlying the Option without an opinion of counsel satisfactory to TMP that the transaction contemplated by Optionee would not be in violation of the Securities Act or any applicable securities laws. Optionee has been advised and is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of securities subject to the satisfaction of certain conditions and understands that such rule is not now, and may not become, available for resale of the Option or the shares of Common Stock issuable upon exercise of the Option. Optionee further understands that sales, transfers and other dispositions of all or any portion of the Option or the shares of Common Stock underlying the Option are further restricted by this Agreement, the Stock Purchase Agreement and/or the Transaction Documents.
(g) Optionee, its advisors, if any, and designated representatives, if any, have been involved in the negotiation and preparation of this Agreement, the Stock Purchase Agreement and each of the other Transaction Documents. Optionee, its advisors, if any, and its designated representatives, if any, have received a fully executed copy of this Agreement, the Stock Purchase Agreement and each of the other Transaction Documents, have read each carefully and are fully familiar with each of their contents and Optionee, its advisors, if any, and designated representatives, if any, have had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in such agreements. In addition, Optionee, its advisors, if any, and designated representatives, if any, have been afforded the opportunity to obtain any and all information requested in writing relating to TMP and to meet with representatives of TMP and to have them answer any questions regarding the terms and conditions of this transaction and all such questions have been answered, and all such information has been received, to Optionee's full satisfaction.
(h) As of the date of this Agreement, Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt from registration under such laws. acknowledges that Optionee realizes has received TMP's financial statements containing audited as well unaudited information and understands that the Company may unaudited information has not allow a transfer been compiled, reviewed, certified or audited by any independent person or accounting firm and represents only TMP management's best knowledge and belief as of the Option or date thereof concerning the Securities unless the transferee meets the suitability standards as an initial purchaser information presented. As of the Option or date of exercise of the Securities. Option, Optionee understands acknowledges that legends will be placed on certificates representing Optionee has received and reviewed the Securities, with respect prospectus included in the registration statement relating to the above restrictions on resale or other disposition Qualifying Public Offering and copies of all subsequent prospectuses, Form 10-Ks, Form 10-Qs and Form 8-Ks filed by TMP with the Securities and Exchange Commission under the Securities Act and the Securities and Exchange Act of 1934, as amended.
(i) Optionee confirms that stop transfer instructions have the Option and the shares of Common Stock underlying the Option were not offered to Optionee by any means of general solicitation or will be placed with respect advertising (including without limitation by means of publication of any advertisement as such terms are used in the California securities and corporations laws) and the undersigned has received no representations or other offering literature related to the Option and the Securities so as shares of Common Stock underlying the Option from TMP, ▇▇▇▇▇▇ or any of their respective employees, partners, attorneys or agents, other than those contained in this Agreement, the Stock Purchase Agreement and the other Transaction Documents and the documents described in paragraph (g) above furnished or made available to restrict Optionee, its advisors, if any, and its designated representatives, if any, at their written request. In making Optionee's decision to enter into this Agreement, the assignmentStock Purchase Agreement and each of the other Transaction Documents, resale Optionee reviewed this Agreement, the Stock Purchase Agreement, the Transaction Documents and the documents mentioned in paragraph (g) above furnished or made available to Optionee, its advisors, if any, and its designated representatives, if any, at their written request and has relied solely upon independent investigations made by Optionee, its advisors, if any, and its representatives, if any, without assistance of TMP. Without limiting the generality of the foregoing, Optionee represents it is not relying on TMP with respect to economic considerations involved in this transaction.
(j) Optionee acknowledges that Optionee has been advised to consult with an attorney regarding legal matters concerning this Agreement, the Stock Purchase Agreement, the Transaction Documents, the Option and the shares of Common Stock underlying the Option. Optionee further acknowledge that Optionee has been advised to consult with Optionee's tax, legal and other advisors regarding the tax consequences of acquiring the Option and the shares of Common Stock underlying the Option, legal matters concerning TMP and ▇▇▇▇▇▇ and any other action to be taken in connection with this Agreement, the Stock Purchase Agreement, the Transaction Documents and the transactions contemplated herein and therein. Optionee acknowledges that Optionee will be responsible for any legal, accounting or other disposition thereoffees incurred on Optionee's behalf in connection with this Agreement, the Stock Purchase Agreement, the Transaction Documents, the Option and the shares of Common Stock underlying the Option.
(k) In the event Optionee is a corporation, partnership, trust or legal entity, the decision to enter into this Agreement and the execution and delivery of this Agreement has been duly authorized by such corporation, partnership, trust or legal entity and the person executing this Agreement on behalf of such corporation, partnership, trust or legal entity has all right, power and authority, in his or her capacity as an officer, general partner, trustee, executor or other representative of such corporation, partnership, trust or legal entity, as the case may be, to execute and deliver this Agreement on behalf of such corporation, partnership, trust or legal entity and this Agreement is a valid and binding agreement of such corporation, partnership, trust or legal entity, as the case may be, enforceable in accordance with its terms. Such entity has its principal place of business in the State of California and has not been formed for the specific purpose of acquiring the Option or the shares of Common Stock underlying the Option.
(l) Optionee, if an individual, has reached the age of majority in the state in which he or she resides and represents that Optionee resides in the State of California.
(m) Optionee, by reason of the Optionee's business or financial experience or the experience of Optionee's professional advisors who are unaffiliated with and who are not compensated (directly or indirectly) by TMP or ▇▇▇▇▇▇ or any affiliate or selling agent of TMP or ▇▇▇▇▇▇, has the capacity to protect Optionee's own interests in connection with the transactions contemplated by this Agreement, the Transaction Documents, the Option and the shares of Common Stock underlying the Option.
Appears in 1 contract
Sources: Option Agreement (TMP Worldwide Inc)
Representations and Warranties of Optionee. (a) Optionee represents and warrants on the date hereof and at the Exercise Date that:
(a) The execution, delivery and performance by Optionee of that this Agreement has been, been duly 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 validly executed and delivered on behalf of by Optionee and constitute the this Agreement constitutes a legal, valid and binding obligations agreement of Optionee, enforceable against Optionee in accordance with their respective terms, subject to applicable its terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting creditors' rights generally or by principles governing the rights and remedies availability of creditors generally and to the exercise of judicial discretion in accordance with general principles of equityequitable remedies).
(b) Optionee acknowledges represents and warrants that all documentsthe Option is being acquired by Optionee for Optionee's personal account, records for investment purposes only, and books pertaining not with a view to this investment have been made available for inspection by itthe distribution, its attorney and/or its accountant resale or other disposition thereof, and the books and records that Optionee is a resident of the Company will be available upon reasonable notice, for inspection by Optionee during reasonable business hours at the Company's principal place State 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 hereinConnecticut.
(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 acknowledges that the purchase Company may issue Shares upon the exercise of the Option and without registering such securities under the Securities involves significant risks and is not recommended for investors who have any need for a current return Act on their investment or who cannot bear the risk basis of losing their entire investment.
(e) certain exemptions from such registration requirement. Accordingly, Optionee understands agrees that the sale Optionee's exercise of the Option may be expressly conditioned upon Optionee's delivery to the Company of such representations and undertakings as the Company may reasonably require in order to secure 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 the Securities have not been registered under the Securities Act otherwise disposing of 1933, as amended (the "Act"), in reliance upon an exemption therefromsuch Shares. Optionee understands that acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Option and the Securities must be held Shares indefinitely unless the sale or other transfer thereof is they are subsequently registered for resale under the Act or an exemption from such registration is available.
(fd) The Option Optionee acknowledges receipt of this Agreement granting the Option, and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersPlan, and no other person has a direct or indirect beneficial interest understands that all rights and liabilities connected with the Option are set forth herein and in the Option or the SecuritiesPlan.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless the transferee meets the suitability standards as an initial purchaser of the Option or the Securities. Optionee understands that legends will be placed on certificates representing the Securities, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, resale or other disposition thereof.
Appears in 1 contract
Sources: Nonqualified Performance Stock Option Agreement (Brylane Inc)
Representations and Warranties of Optionee. (a) Optionee represents and warrants on that the date hereof Option and at the Exercise Date that:
(a) The execution, delivery and performance Option Stock issuable upon exercise of the Option are being acquired by Optionee of this Agreement has beenfor Optionee’s personal account, for investment purposes only, 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 not with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally and a view to the distribution, resale or other disposition of the Option or the Option Stock issuable upon exercise of judicial discretion in accordance with general principles of equitythe Option.
(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 Company may issue Option Stock upon the exercise of the 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 Optionee’s exercise of the Option may be expressly conditioned upon Optionee’s delivery to the Company will be available upon reasonable noticeof such representations and undertakings as the Company may reasonably require in order to secure the availability of such exemptions, including a representation that Optionee is acquiring the Option Stock for inspection by Optionee during reasonable business hours at the Company's principal place investment and not with a present intention of businessselling or otherwise disposing of such Option Stock. Optionee and/or its advisor(sacknowledges that, because Option Stock received upon exercise of an Option may be unregistered, Optionee may be required to hold the Option Stock indefinitely unless they are subsequently registered for resale under the Act or an exemption from such registration is available.
(c) have had a reasonable opportunity to ask questions of and receive answers from Each certificate issued by the Company or a person or persons acting on its behalf, concerning that represents any Option Stock shall bear the following legends: “The securities evidenced by this certificate are subject to the terms and conditions of the offering Level One Bancorp, Inc. Stock Option Plan, including restrictions against transfer. The holder of this certificate takes the same and holds it subject to the terms and conditions of the Option Plan and the Securitiesany transfer in conflict with or in derogation thereof is void and of no legal force and effect or validity whatsoever. All The Company is under no obligation to recognize or give effect to any transfer in conflict with or in derogation of such questions have been answered to the full satisfaction of OptioneePlan. No representations (whether written or oral) have been furnished to Optionee or its advisor(s) in connection with the offering A copy of the Option or Plan is on file at 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 principal office of the Option and the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investmentCompany.
(e) Optionee understands that the sale of the Option or the Securities ” “The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance upon an exemption therefrom. Optionee understands that the Option or any applicable sate law, and the Securities must such shares may not be held indefinitely sold or otherwise transferred unless the sale or other transfer thereof is subsequently (a) they are registered under the Act and any applicable state law or an exemption from (b) such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment sale or resale to others, and no other person has a direct or indirect beneficial interest in the Option or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt from registration under such laws. registration.”
(d) Optionee realizes acknowledges receipt of this Agreement granting the Option, and the Plan, and understands that the Company may not allow a transfer of all rights and liabilities connected with the Option or are set forth herein and in the Securities unless the transferee meets the suitability standards as an initial purchaser of the Option or the Securities. Optionee understands that legends will be placed on certificates representing the Securities, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, resale or other disposition thereofPlan.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Level One Bancorp Inc)
Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants on to the date hereof and at the Exercise Date that:
(a) Company as follows: The execution, delivery and performance by Optionee of this Agreement has beenOption is, 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 any Common Stock 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 may acquire pursuant to the exercise of judicial discretion in accordance the Option (together with general principles of equity.
(b) Optionee acknowledges that all documentsthe Option, records and books pertaining to this investment have been made available for inspection by itthe “Securities”), its attorney and/or its accountant and the books and records of the Company will be available upon reasonable noticeacquired, for inspection by Optionee during reasonable business hours at the Company's principal place of business. Optionee and/or its advisor(s) have had for investment for his own account, not as a reasonable opportunity to ask questions of nominee or agent, and receive answers from the Company or not with 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 view to the full satisfaction sale or distribution 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 part thereof, 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) he has no need for liquidity in this investmentpresent intention of selling, (iii) is able granting participation in, or otherwise distributing the same, but subject nevertheless to bear the substantial economic risks any requirement 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 law that the purchase disposition of the Option and the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) his property shall at all times be within his control. Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), in on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance upon an on such exemption therefromis predicated on Optionee’s representations set forth herein. Optionee understands and agrees that the Option and Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersrequirements, and no other person has a direct or indirect beneficial interest that in the Option absence of an effective registration statement covering such Securities or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt an available exemption from registration under the Securities Act, such lawsSecurities must be held indefinitely. Optionee realizes that has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company may not allow for an indefinite period of time and to suffer a transfer complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has limited financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the Securities unless the transferee meets the suitability standards as an initial purchaser subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or the Securities. eliminate Optionee understands that legends will be placed on certificates representing the Securities, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, resale or other disposition thereofliability for Tax-Related Items.
Appears in 1 contract
Sources: Stock Option Agreement (Davi Luxury Brand Group, Inc.)
Representations and Warranties of Optionee. In connection with the grant of the Options hereunder, Optionee hereby represents and warrants on to the date hereof and at the Exercise Date thatCompany as follows:
(a) a. The execution, delivery and performance by Optionee of this Agreement has beenRenewal Option is, 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 any Common Stock 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 may acquire pursuant to the exercise of judicial discretion in accordance the Renewal Option (together with general principles the Renewal Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of equityany part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control.
(b) b. Optionee acknowledges understands 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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands that the sale of the Option or the Securities have not been be, registered under the Securities Act of 1933, as amended (the "“Securities Act"”), in on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance upon an on such exemption therefrom. is predicated on Optionee’s representations set forth herein.
c. Optionee understands and agrees that the Option and Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersrequirements, and no other person has a direct or indirect beneficial interest that in the Option absence of an effective registration statement covering such Securities or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt an available exemption from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless Act, such Securities must be held indefinitely.
d. Optionee has the transferee meets ability to bear the suitability standards as an initial purchaser economic risks of the Option or Optionee’s investment in the Securities. Optionee is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company for an indefinite period of time and to suffer a complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that legends will be placed on (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has no financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss.
e. Optionee acknowledges and agrees that all certificates representing evidencing the SecuritiesCommon Stock issuable hereunder shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignmentOFFERED FOR SALE, resale or other disposition thereofPLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
Appears in 1 contract
Sources: Stock Option Agreement (Global Clean Energy Holdings, Inc.)
Representations and Warranties of Optionee. (a) Optionee hereby represents and warrants on that this Option and, when applicable, the date hereof and at the Exercise Date that:
(a) The execution, delivery and performance Shares being acquired by Optionee of this Agreement has beenare for Optionee's personal account, not as a nominee or an agent, and the Note and the Pledge Agreement will be, duly authorized by all requisite corporate action. This Agreement has beenare for investment purposes only, and the Note and the Pledge Agreement will be, duly executed and delivered on behalf not with a present intention 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 selling 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 otherwise disposing of the Option or the Securities which were Shares or with a view to or for resale in connection with, any way inconsistent with distribution or public offering thereof within 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 meaning 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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act").
(b) Optionee agrees that the Company may issue Shares upon the exercise of the Option without registering such Shares under 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 reliance upon an exemption therefromorder to assure the availability of such exemptions.
(c) Optionee further agrees 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 understands that acknowledges that, because Shares received upon exercise of this Option may be unregistered, Optionee may be required to hold the Option and Shares indefinitely unless they are subsequently registered for resale under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(fd) The Option Optionee further represents and warrants that Optionee is either an accredited investor within the meaning of Regulation D under the Securities are being purchased solely for Act, or by reason of Optionee's business or financial experience, or the business or financial experience of its professional advisor, Optionee has the capacity to protect Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest interests in the Option or the Securitiesconnection with this transaction.
(ge) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt from registration under further represents and warrants that Optionee has been furnished with such laws. Optionee realizes that materials and has been given access to such information relating to the Company may not allow a transfer of as Optionee or Optionee's qualified representative has requested and Optionee has been afforded the Option or opportunity to ask questions regarding the Securities unless the transferee meets the suitability standards as an initial purchaser of the Option or the Securities. Optionee understands that legends will be placed on certificates representing the SecuritiesCompany, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so Shares, all as Optionee has found necessary to restrict make an informed investment decision.
(f) Optionee acknowledges receipt of a copy of the assignment, resale or other disposition thereofPlan and understands that all rights and obligations connected with this Option are set forth in this Agreement and in the Plan.
Appears in 1 contract
Sources: Stock Option Agreement (Interplay Entertainment Corp)
Representations and Warranties of Optionee. Optionee represents and warrants on the date hereof and at the Exercise Date that:
(a) The executionOptionee is acquiring the Options and, delivery if and performance by Optionee of when he exercises any Option, will acquire the Shares solely for investment for Optionee's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except in compliance with this Agreement and as permitted by law, including without limitation, the Securities Act. Optionee does not have any present intent to resell or distribute all or any part of his Options in violation of the Securities Act.
(b) Optionee has beenbeen advised that the Company may issue Shares upon the exercise of the Options without registering such Shares under the Securities Act on the basis on certain exemptions from such registration requirements and that accordingly, Optionee's exercise of the Options may be expressly conditioned upon Optionee's delivery to the Company of such representations and undertakings as the Company may reasonably require in order to secure the availability of such exemptions, including a representation as to Optionee's investment intent. Optionee also acknowledges that such Shares may not be sold or otherwise disposed of unless registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Shares for an indefinite period of time. Optionee also understands that the Company does not have any intention of registering the Shares under the Securities Act or of supplying the information which may be necessary to enable Optionee to sell the Shares pursuant to Rule 144 under the Securities Act.
(c) Optionee (A) has received and reviewed a Disclosure Statement from the Company relating to his investment in the Options and, if and when he exercises any Option, his investment in the Shares, (B) by virtue of such Optionee's employment relationship with the Company is generally knowledgeable regarding the business of the Company and (C) has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such documents, the Company and the Note business and prospects of the Pledge Agreement will beCompany as he deems necessary to evaluate the merits and risks related to his investment and no representations concerning such matters or any other matters relating to such investment have been made to Optionee except as set forth in this Agreement. Optionee has consulted his or her own attorney, duly authorized accountant or investment advisor with respect to the investment contemplated hereby and its suitability for Optionee, including the tax and other economic considerations related to the investment.
(d) This Agreement, when signed by all requisite corporate action. This Agreement has beenor on behalf of Optionee on the signature page hereof, and the Note and the Pledge Agreement will be, duly shall be validly executed and delivered on behalf of Optionee and constitute the valid shall be valid, binding and binding obligations of Optionee, enforceable against Optionee in accordance with their respective its 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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon an exemption therefrom. Optionee understands that the Option and the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in the Option or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt from registration under such laws. Optionee realizes that the Company may not allow a transfer of the Option or the Securities unless the transferee meets the suitability standards as an initial purchaser of the Option or the Securities. Optionee understands that legends will be placed on certificates representing the Securities, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, resale or other disposition thereof.
Appears in 1 contract
Representations and Warranties of Optionee. (a) Optionee represents and warrants on the date hereof and at the Exercise Date that:
(a) The execution, delivery and performance that this Option is being acquired by Optionee of this Agreement has beenfor Optionee’s personal account, for investment purposes only, 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 not with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally and a view to the exercise of judicial discretion in accordance with general principles of equitydistribution, resale or other disposition thereof.
(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 may issue Shares 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 exercise of the Option and the Securities. All without registering 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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) Optionee understands that the sale of the Option or the Securities have not been registered Shares under the Securities Act of 1933l933, as amended (the "“Securities Act"”), on the basis of certain exemptions from such registration requirement. Accordingly, Optionee agrees that Optionee’s exercise of the Option may be expressly conditioned upon Optionee’s delivery to the Company of an investment certificate including such representations and undertakings as the Company may reasonably require in reliance upon 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 exemption therefromagreement 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 understands that acknowledges that, because Shares received upon exercise of an Option may be unregistered, Optionee may be required to hold the Option and Shares indefinitely unless they are subsequently registered for resale under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(fc) The 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 the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in the Option or the SecuritiesPlan.
(gd) Optionee will not transfer Any transferee of the Option or Shares pursuant to this Section 7 shall hold the Securities without registering them under applicable federal or state securities laws unless Shares subject to the transfer is exempt from registration under such laws. Optionee realizes that the Company may not allow a terms and conditions of this Agreement and no further transfer of the Option or Shares may be made without complying with the Securities unless provisions of this Section 7.
(e) The rights provided the transferee meets Company and its nominee(s) under this Section 7 shall terminate upon the suitability standards as an initial purchaser closing of the Option or initial public offering of shares of the Securities. Optionee understands that legends will be placed on certificates representing the Securities, Company’s Common Stock pursuant to a registration statement filed with respect to the above restrictions on resale or other disposition of and declared effective by the Securities and that stop transfer instructions have or will be placed with respect to the Option and Exchange Commission under the Securities so as to restrict the assignment, resale or other disposition thereofAct.
Appears in 1 contract
Sources: Stock Option Agreement (Trans1 Inc)
Representations and Warranties of Optionee. In connection with the grant of the Option hereunder, Optionee hereby represents and warrants on to the date hereof and at the Exercise Date thatCompany as follows:
(a) a. The execution, delivery and performance by Optionee of this Agreement has beenOption is, 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 any Common Stock 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 may acquire pursuant to the exercise of judicial discretion in accordance the Option (together with general principles the Option, the “Securities”), will be acquired, by Optionee for investment for his own account, not as a nominee or agent, and not with a view to the sale or distribution of equityany part thereof, and he has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of his property shall at all times be within his control.
(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 the Securities involves significant risks and is not recommended for investors who have any need for a current return on their investment or who cannot bear the risk of losing their entire investment.
(e) b. Optionee understands that the sale of the Option or the Securities have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), in on the basis that the sale of the Securities is exempt from registration under the Securities Act under Section 4(2) thereof, and that the Company’s reliance upon an on such exemption therefrom. is predicated on Optionee’s representations set forth herein.
c. Optionee understands and agrees that the Option and Securities may not be sold, transferred, or otherwise disposed of without registration under the Securities must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Act or an exemption from such registration is available.
(f) The Option and the Securities are being purchased solely for Optionee's own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to othersrequirements, and no other person has a direct or indirect beneficial interest that in the Option absence of an effective registration statement covering such Securities or the Securities.
(g) Optionee will not transfer the Option or the Securities without registering them under applicable federal or state securities laws unless the transfer is exempt an available exemption from registration under the Securities Act, such lawsSecurities must be held indefinitely.
d. Optionee has the ability to bear the economic risks of Optionee’s investment in the Securities. Optionee realizes that is able, without materially impairing Optionee’s financial condition, to hold Optionee’s investment in the Company may not allow for an indefinite period of time and to suffer a transfer complete loss on Optionee’s investment. Optionee understands and has fully considered for purposes of Optionee’s investment the risks of Optionee’s investment and understands that (x) an investment in the Company is suitable only for an investor who is able to bear the economic consequences of losing Optionee’s entire investment, (y) the Company has limited financial or operating history, and (z) an investment in the Company represents an extremely speculative investment which involves a high degree of risk of loss.
e. Optionee acknowledges and agrees that all certificates evidencing the Common Stock issuable upon the exercise of the Option shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
f. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee's responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the Securities unless the transferee meets the suitability standards as an initial purchaser subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or the Securities. eliminate Optionee understands that legends will be placed on certificates representing the Securities, with respect to the above restrictions on resale or other disposition of the Securities and that stop transfer instructions have or will be placed with respect to the Option and the Securities so as to restrict the assignment, resale or other disposition thereofliability for Tax-Related Items.
Appears in 1 contract
Sources: Stock Option Agreement (Davi Luxury Brand Group, Inc.)