Grantee Representations Sample Clauses

Grantee Representations. In connection with any issuance of shares of Stock upon settlement of Restricted Stock Units under this Agreement, the Grantee hereby represents and warrants to the Company as follows (to the extent applicable): (i) The Grantee is purchasing the shares of Stock for the Grantee’s own account for investment only, and not for resale or with a view to the distribution thereof. (ii) The Grantee has had such an opportunity as they have deemed adequate to obtain from the Company such information as is necessary to permit him or her to evaluate the merits and risks of the Grantee’s investment in the Company and has consulted with the Grantee’s own advisers with respect to the Grantee’s investment in the Company. (iii) The Grantee has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase. The Grantee will review with their own tax and legal advisors the consequences of this Award and the transactions contemplated by this Agreement and shall rely solely on such advice. The Grantee is not relying on any advice or representations of the Company or its agents. (iv) The Grantee can afford a complete loss of the value of the shares of Stock and is able to bear the economic risk of holding such shares of Stock for an indefinite period. (v) The Grantee understands that the shares of Stock are not registered under the Securities Act (it being understood that the shares of Stock are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act 3 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof). The Grantee further acknowledges that certificates representing the shares of Stock will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated shares of Stock will include similar restrictive notations. (vi) The Grantee has read and understands the Plan and acknowledges and agrees that the shares of Stock are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. (vii) The Grantee understands and agrees that the Company ha...

Grantee Representations. In connection with the issuance of the Restricted Shares, Grantee represents the following: (a) Grantee hereby acknowledges that Grantee has been informed that, with respect to the issuance of the Restricted Shares, an election may be filed by Grantee with the Internal Revenue Service, within thirty (30) days of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Restricted Shares on the Date of the Grant. Grantee acknowledges that Grantee has sought the advice of Grantee’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of such election under Section 83(b) of the Code. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATION WITH RESPECT THERETO. (b) Grantee has reviewed with Grantee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby. (c) Grantee has received, read and understood this Agreement, the Plan and the prospectus describing the material terms of the Plan, and agrees to abide by and be bound by their respective terms and conditions.

Grantee Representations. Grantee represents and warrants that it has all the requisite power and authority to execute, deliver, and perform this Grant Agreement and that this Grant Agreement has been duly and validly executed and delivered by each Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its Terms and Conditions.

Grantee Representations. By accepting the Award, the Grantee represents and acknowledges the following: (a) The Grantee has received a copy of the Plan, has reviewed the Plan and this Award Agreement in their entirety, and has had an opportunity to obtain the advice of independent legal counsel prior to accepting the Award. (b) The Grantee has had the opportunity to consult with a tax advisor concerning the tax consequences of accepting the Award and understands that the Company makes no representation regarding the tax treatment as to any aspect of the Award, including the grant, vesting, settlement, or conversion of the Award. (c) The Grantee understands that neither the grant of this Award nor the Grantee’s participation in the Plan confers any right to continue in the service of the Company or any Affiliate or to receive any other award or amount of compensation, whether under the Plan or otherwise, and no payment of any award under the Plan will be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance, or other benefit plan of the Company or any Affiliate except as otherwise specifically provided in such other plan. (d) The Grantee consents to the collection, use, and transfer, in electronic or other form, of the Grantee’s personal data by the Company, any Affiliate, the Committee, and any third party retained to administer the Plan for the exclusive purpose of administering the Award and ▇▇▇▇▇▇▇’s participation in the Plan. The Grantee agrees to promptly notify the Committee of any changes in the Grantee’s name, address, or contact information during the entire period of Plan participation. (e) Notwithstanding anything in this Award Agreement to the contrary or any other agreement to the contrary, the Grantee further agrees that (i) the Grantee is not entitled to, and has no rights to, future Awards, (ii) any rights of the Grantee to future Awards shall be in the sole discretion of the Company, (iii) the Company may discontinue the granting of future Awards at any time, without notice and without the Grantee’s consent, (iv) the Award is discretionary on behalf of the Company and is not related to the salary or any other contractual benefits granted to the Grantee by the Company or any Affiliate, and therefore, any benefits derived from the Award will not under any circumstances be considered as an integral part of the Grantee’s compensation, (v) the value of the Award will not be considered at any time for purposes of a...

Grantee Representations. The Grantee accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Grant Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and commitments made by the Grantee in its application, accompanying documents, and communications filed in support of its request for grant funding. Grantee shall comply with and require its contractors and subcontractors to comply with all applicable federal and state laws, policies and regulations.

Grantee Representations. Grantee hereby represents and warrants to the Company as follows: (a) Grantee has full power and authority to execute, deliver, and perform Grantee’s obligations under this Agreement; and this Agreement is a valid and binding obligation of Grantee, enforceable in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (b) Grantee (i) received and reviewed copies of this Agreement and the accompanying Joint Escrow Instructions prior to their execution, (ii) received all such business, financial, tax, and other information as Grantee deemed necessary and appropriate to enable Grantee to evaluate the financial risk inherent in accepting the award of the Shares in exchange for Grantee’s surrender and cancellation of the Cancelled Options, and (iii) received satisfactory and complete information concerning the business and financial condition of the Company in response to all of Grantee’s inquiries in respect thereof. Grantee acknowledges the public availability of the Company’s periodic and other filings made with the United States Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇.

Grantee Representations. Grantee represents to the Company the following:

Grantee Representations. The Grantee hereby represents and warrants to the Company that: (i) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act; (ii) the Grantee understands and accepts that the grant of Restricted Stock by the Company to the Grantee is intended to be exempt from registration under the securities laws of the state or states in which the grant of such Restricted Stock is deemed to be made, by virtue of transactional exemptions set forth therein; (iii) the shares of Restricted Stock of the Company acquired by the Grantee hereunder are being acquired solely for his own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution (as such term is used in Section 2(11) of the ▇▇▇▇ ▇▇▇) of such shares of Restricted Stock nor with the present intention of distributing or selling any of such shares of Restricted Stock; (iv) the Grantee has made a detailed inquiry concerning the Company and its business and services, officers and personnel, including the ongoing governmental investigations and the investigation by special committee of the Board (“Special Committee”); (v) the Company has made available to the Grantee, or such Grantee has had access to, any and all information, financial or otherwise, concerning the Company and its businesses and services, officers and personnel which the Grantee has requested or deemed relevant (including information regarding the ongoing investigations of the Company by certain federal and state agencies and other regulatory bodies, as well as related private party proceedings, the Special Committee investigation and the Company’s ongoing response thereto); (vi) the Grantee has such knowledge and experience in financial and business matters in order to evaluate the merits and risks of investment in the shares of Restricted Stock of the Company and to make an informed investment decision with respect thereto; (vii) the Grantee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; and (viii) the Grantee can bear a complete loss of the value of the shares of Restricted Stock and is able to bear the economic risks of holding the Restricted Stock for an indefinite period. The Grantee also understands that his shares of Restricted Stock have not been registered under the 1933 Act or any applicable state securitie...

Grantee Representations. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of the Agreement and the Plan and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this award.