Representations of the Optionee Sample Clauses

The 'Representations of the Optionee' clause sets out the specific statements and assurances that the optionee (the party receiving an option) must make to the other party in the agreement. Typically, these representations may include confirming the optionee's legal authority to enter into the contract, their financial capacity, and that they are not subject to any restrictions or conflicts that would prevent them from fulfilling their obligations. By requiring these representations, the clause helps ensure that the optionee is both eligible and able to perform under the agreement, thereby reducing the risk of future disputes or contract breaches.
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Representations of the Optionee. The Optionee represents and warrants to the Company that the Optionee has received, read and understood the Plan, the Option Agreement and this Exercise Notice and agrees to abide by and be bound by their terms and conditions.
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Representations of the Optionee. The Optionee acknowledges that the Optionee has received, read and understood the Plan and the Stock Option Agreement and agrees to abide by and be bound by their terms and conditions.
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Representations of the Optionee. As a condition to the exercise of this option, the Optionee will deliver to the Corporation such signed representations as may be necessary, in the opinion of counsel satisfactory to the Corporation, for compliance with applicable federal and state securities laws.
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Representations of the Optionee. (a) The Optionee understands and acknowledges that (a) the Options are being offered without a prospectus pursuant to the exemptions from registration found in Regulation S of the Securities Act of 1993, as amended (the "Securities Act"), (b) the Optionee has reviewed the confidential business plan of the Company or such other material documents of the Company as the Optionee has deemed necessary or appropriate for purposes of purchasing the Options, including this subscription agreement (collectively, the "Offering Documents"); and (c) this transaction has not been reviewed or approved by the United States Securities and Exchange Commission or by any regulatory authority charged with the administration of the securities laws of any state or foreign country. (b) The Optionee either (i) has a preexisting personal or business relationship with the Company or its controlling persons, such as would enable a reasonably prudent Optionee to be aware of the character and general business and financial circumstances of the Company or its controlling persons, or (ii) by reason of the Optionee's business or financial experience, individually or in conjunction with the Optionee's unaffiliated professional advisors who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, is capable of evaluating the merits and risks of an investment in the Options, making an informed investment decision and protecting the Optionee's own interests in connection with the transactions contemplated hereby. (c) The Optionee understands and has fully considered for purposes of this investment the risks of this investment and understands that (i) this investment is suitable only for an Optionee who is able to bear the economic consequences of losing the Optionee's entire investment; (ii) the Company is a start-up enterprise with no significant operating history; (iii) the purchase of the Options is a speculative investment which involves a high degree of risk of loss by the Optionee of the Optionee's entire investment, and (iv) there are substantial restrictions on the transferability of, and there will be no public market for, the Options, and accordingly, it may not be possible for the Optionee to liquidate the Optionee's investment in the Options. (d) The Optionee is able (i) to bear the economic risk of this investment, (ii) to hold the Options for an indefinite period of time, and (iii) to afford a complete loss of the Optionee's in...
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Representations of the Optionee. The Optionee hereby represents as follows: (a) The Optionee either has a preexisting personal or business relationship with the Corporation or any of its officers, directors or controlling persons, or by reason of his business or financial experience or the business or financial experience of his professional advisors who are unaffiliated with and who are not compensated by the Corporation or any affiliate or selling agent of the Corporation, directly or indirectly, could be reasonably assumed to have the capacity to protect his own interests in connection with the transaction. (b) The Optionee is acquiring the Option and, upon exercise, the Option Shares, for his own account and not with a view to or for sale in connection with any distribution thereof. (c) The Optionee did not learn of the offer and sale of the Option through the publication of any advertisement.
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Representations of the Optionee. Optionee represents and warrants to the Corporation that Optionee in making an investment intent in connection with this Agreement and the Employment Agreement that: Optionee understands all of the risks and merits associated with an investment decision in the Corporation; Optionee is fully informed about the business of the Corporation; Optionee has been provided with all documents about the Corporation as would be required in a registration statement or prospectus, including a copy of the Corporation's SEC filings; Optionee has been provided access to all documents about the Corporation as Optionee has requested; the Corporation has responded to all questions made by the Optionee in connection with Optionee's investment decision; Optionee has such business, financial and investment knowledge, experience and sophistication to make a fully informed investment decision.
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Representations of the Optionee. The Optionee represents and agrees that if the Optionee exercises this option in whole or in part at a time when there is not in effect under the Securities Act of 1933, as amended (the "Act"), a registration statement relating to the shares issuable upon exercise hereof and available for delivery to him or her a prospectus meeting the requirements of Sections 5 and 10 of the Act, the Optionee, if requested to do so by the Company, will acquire the shares issuable upon such exercise for the purpose of investment and not with a view to their resale or distribution, and upon each such exercise of this option the Optionee will furnish to the Company a written statement to such effect, satisfactory in form and substance to the Company and its counsel. Optionee further represents and agrees that if and when Optionee upon exercise of this option at a time when there is not in effect under the Act a registration statement relating to the resale of such shares and available for delivery a prospectus meeting the requirements of Section 5 and 10 of the Act, and if Optionee is then an officer, director or holder of 10% or more of the stock of the Company, the Optionee will notify the Company prior to any such offering or sale and will abide by the opinion of counsel to the Company as to whether and under what conditions and circumstances, if any, he or she may offer and sell such shares. Optionee further agrees that no shares may be acquired hereunder pursuant to exercise of the option extended hereby unless and until any then applicable requirements of the Securities and Exchange Commission, the Maryland State Securities Commission, other regulatory agencies, including any other state securities law commissioners, having jurisdiction over the Company or such issuance, or any exchanges upon which common stock of the Company may be listed, shall have been fully satisfied. Optionee understands that the certificates representing the shares acquired pursuant to this option may bear a legend referring to the foregoing matters and any limitations under the Act and state securities laws with respect to the transfer of such shares, and the Company may impose stop transfer instructions to implement such limitations, if applicable. Any person or persons entitled to exercise this option under the provisions of Paragraph 2 above shall be bound by and obligated under the provisions of this Paragraph 6 to the same extent as is the Optionee.
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Representations of the Optionee. The Optionee agrees and understands that: (a) the Optionee has asked questions and received all answers that the Optionee considers pertinent to form a knowledgeable opinion about the Options and the underlying Common Shares; (b) the Optionee will not be deemed for any purpose to be a shareholder of the Company with respect to any of the Optioned Shares, until such time as, and except to the extent that, the Options have been exercised and the exercise price for the Optioned Shares has been paid in full; (c) the Optionee has no obligation to exercise the Options; (d) the existence of the Options will not affect in any way the right or power of the Company or its subsidiaries to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in capital structure or business, or any merger or consolidation of the Company or its subsidiaries, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Shares or the rights thereof, or dissolution or liquidation of the Company or its subsidiaries or any sale or transfer of all or any part of their assets or business or any other corporate act or proceeding, whether of a similar character or otherwise; (e) this Agreement does not confer any right with respect to continuance of employment by the Company or its related corporations and this Agreement will not interfere in any way with the right of the Optionee's employer to terminate the Optionee's employment at any time subject to any employment agreement between the Optionee and the Company; and (f) notwithstanding anything to the contrary contained in this Agreement, the Board in its discretion may delay issuance of shares upon exercise of any Options for such time period as is necessary to enable the Company to comply with any federal or state securities laws and certificates for shares will be subject to such transfer orders, legends or other restrictions as the Board may deem necessary or advisable.
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Representations of the Optionee. 3.1 The Optionee represents to the Optionor that it is a body corporate, duly incorporated under the Canada Business Corporations Act, and is extra-provincially registered in and a reporting issuer in the Province of British Columbia with full power and absolute capacity to enter into this Agreeent and to carry out the transaction contemplated hereby, all of which have been duly and validly authorized by all necessary corporate proceedings. 3.2 The representations of the Optionee hereinbefore set out form a part of this Agreement are conditions upon which the Optionor has relied in entering into this Agreement, and shall be true and correct on the Effective Date and shall survive the acquisition of any interest in and to the Claims by the Optionee.
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Related to Representations of the Optionee

  • Representations of Optionee Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • REPRESENTATIONS OF THE OWNER The Owner represents, unless otherwise specified in writing, to be unaware of the following: Any recorded Notice of Default affecting the Property; Any delinquent amounts due under any loan secured by the Owner or other obligations affecting the Property; Any bankruptcy, insolvency, or similar proceeding affecting the Property; Any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that does or may affect the Property or Owner’s ability to lease the Property or transfer possession of ownership; and Any current, pending, or proposed special assessments affecting the Property. The Owner shall promptly notify the Agent in writing if the Owner becomes aware of any of the aforementioned items in this Section during the Term of this Agreement.

  • Representations of the Holder In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

  • Representations of the Holders (a) Each of the initial Holders hereby represents and warrants to, and covenants with each other Holder that, as of the date hereof: (i) It is duly organized, validly existing and in good standing under the laws of the State under which it is organized. (ii) The execution and delivery of this Agreement by such Holder, and performance of, and compliance with, the terms of this Agreement by such Holder, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which materially and adversely affect its ability to carry out the transactions contemplated by this Agreement. (iii) Such Holder has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (iv) This Agreement is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. (v) It has the right to enter into this Agreement without the consent of any third party. (vi) It is the holder of the respective Note for its own account in the ordinary course of its business. (vii) It has not dealt with any broker, investment banker, agent or other person, that may be entitled to any commission or compensation in connection with the consummation of any of the transactions contemplated hereby. (viii) It is a Qualified Transferee.

  • Representations of the Fund The Trust, on behalf of the Fund, represents and warrants that: (i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts; (ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof; (iii) the execution, delivery and performance of this Agreement are within the Trust’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund; (iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; (v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and (vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission (“CFTC”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.