Director Shares Sample Clauses

Director Shares. (a) Upon execution of this Agreement, Director will purchase, and the Company will sell, 10,000 shares of Common Stock at a price of $1.00 per share, the fair market value of the Common Stock on the date hereof. The Company will deliver to Director the certificates representing such Director Shares, and Director will deliver to the Company a cashier's or certified check or wire transfer of funds in the aggregate amount of $10,000. (b) Within thirty (30) days after each purchase by Director of Director Shares pursuant to this Agreement, Director will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the purchase and sale of the Director Shares pursuant hereto, Director represents and warrants to the Company that: (i) The Director Shares to be acquired by Director pursuant to this Agreement will be acquired for Director's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Director Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (ii) Director is an outside director of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Director Shares; (iii) Director is able to bear the economic risk of his investment in the Director Shares for an indefinite period of time because the Director Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available; (iv) Director has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Director Shares and has had full access to such other information concerning the Company as he has requested; (v) This Agreement and each of the other agreements contemplated hereby to which Director is a party constitute legal, valid and binding obligations of Director, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement and such other agreements by Director does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, o...

Director Shares