Common use of Representations by Holder Clause in Contracts

Representations by Holder. Holder acknowledges, covenants, represents and warrants to Company, as of the Effective Date and on a continuing basis thereafter, including as of the date of each issuance of Vested Shares, each of the following: 9.1. All Shares issuable hereunder shall be acquired for investment purposes only, for Holder's own account, and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Holder does not have any agreement or understanding, directly or indirectly, with the Company or any other person to distribute or resell any of the Shares. 9.2. The Company has granted the Shares without the payment or exchange of consideration or value by Holder, other than Holder's agreement to the terms and conditions of this Agreement and Holder's employment agreement with the Company or its subsidiary, including confidentiality and covenant not to compete provisions. 9.3. Holder has not acquired the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 9.4. Holder is (i) an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "Commission") or (ii) if not an "accredited investor," either alone or with its purchaser representative(s), has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Shares and acknowledges that the Company reasonably believes that Holder comes within this description. 9.5. Holder understands that Holder is obligated to comply with all tax obligations applicable to Holder relative to the Restricted Stock and that Holder may not be permitted by the terms of this Agreement or applicable law to sell Shares of the Restricted Stock in order to satisfy such tax obligations. 9.6. Holder and/or its purchaser representative(s), if any, have obtained or have been furnished and are familiar with all publicly available financial, operational, business and other data, statements, information and materials relating to the business, finances, prospects and operations of the Company and such other publicly available materials as have been requested from the Company. 9.7. Holder agrees and acknowledges that the issuance of Vested Shares to Holder and Holder's ability to sell Vested Shares is conditioned and contingent on registration under the Securities Act of 1933, as amended, and under any applicable state securities laws, or the furnishing by counsel to the Company of an opinion that such transaction(s) qualify for an exemption from registration. In the event that Shares are issued to Holder on the basis of an exemption from registration, the Shares shall be deemed restricted stock within the meaning of Rule 144 promulgated by the Commission, in which event the Shares cannot be publicly resold by Holder unless the Company registers the resale transaction or an exemption from registration is available under federal and state law. Unless otherwise provided in this Agreement, the Company shall have no obligation to undertake any such registration. Holder's right or ability to sell, transfer, pledge or otherwise dispose of the Shares is severely limited by applicable federal and state securities laws. Holder understands that in the absence of an effective registration statement covering the Shares, any public resale may be made only in compliance with Rule 144 promulgated by the Commission which, among other requirements, shall require Holder to comply with the volume limitation, manner of sale and minimal one-year holding period. Holder agrees to sell, transfer or otherwise dispose of the Shares only in compliance with applicable state and federal securities laws.

Representations by Holder. Holder acknowledges, covenants, represents and warrants to Company, as of the Effective Date and on a continuing basis thereafter, including as of the date of each issuance vesting of Vested Sharesthe Shares of Restricted Stock, each of the following: 9.18.1. All Shares issuable hereunder shall be acquired for investment purposes only, for Holder's own account, and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Holder does not have any agreement or understanding, directly or indirectly, with the Company or any other person to distribute or resell any of the Shares. 9.28.2. The Company has granted the Shares without the payment or exchange of consideration or value by Holder, other than Holder's agreement to the terms and conditions of this Agreement and Holder's employment agreement with the Company or its subsidiary, including confidentiality and covenant not to compete provisions. 9.38.3. Holder has not acquired the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. 9.48.4. Holder is (i) an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "Commission") or (ii) if not an "accredited investor," either alone or with its purchaser representative(s), has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Shares and acknowledges that the Company reasonably believes that Holder comes within this description. 9.58.5. Holder understands that Holder is obligated to comply with all tax obligations applicable to Holder relative to the Restricted Stock and that Holder may not be permitted by the terms of this Agreement or applicable law to sell Shares of the Restricted Stock in order to satisfy such tax obligations. 9.68.6. Holder and/or its purchaser representative(s), if any, have obtained or have been furnished and are familiar with all publicly available financial, operational, business and other data, statements, information and materials relating to the business, finances, prospects and operations of the Company and such other publicly available materials as have been requested from the Company. 9.78.7. Holder agrees and acknowledges that the issuance of Vested Shares to Holder and Holder's ability to sell Vested Shares is conditioned and contingent on registration under the Securities Act of 1933, as amended, and under any applicable state securities laws, or the furnishing by counsel to the Company of an opinion that such transaction(s) qualify for an exemption from registration. In the event that Shares are issued to Holder on the basis of an exemption from registration, the Shares shall be deemed restricted stock within the meaning of Rule 144 promulgated by the Commission, in which event the Shares cannot be publicly resold by Holder unless the Company registers the resale transaction or an exemption from registration is available under federal and state law. Unless otherwise provided in this Agreement, the Company shall have no obligation to undertake any such registration. Holder's right or ability to sell, transfer, pledge or otherwise dispose of the Shares is severely limited by applicable federal and state securities laws. Holder understands that agrees to sell, transfer or otherwise dispose of Vested Shares only in compliance with applicable state and federal securities laws, including in the absence of an effective registration statement covering the Shares, any public resale may be made only in compliance with Rule 144 promulgated by the Commission which, among other requirements, shall require Holder to comply with the volume limitation, manner of sale and minimal one-year holding period. Holder agrees to sell, transfer or otherwise dispose of the Shares only in compliance with applicable state and federal securities laws.