Common use of Investment Representation Clause in Contracts

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Common Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and ------------------------- covenants that (a) any share of Stock acquired upon the vesting lapse of the Award restrictions will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting lapse of the Award restrictions will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and ------------------------- covenants that (a) any share of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities ---------- Act”"), unless such acquisition purchase has been registered under the Securities Act and any --- applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Common Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Participant hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting settlement of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder Participant of any shares of Stock Shares subject to the Award, the Holder Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Board of Directors or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale of any such shareStock, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the AwardUnits, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Stock and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Participant hereby represents and covenants that (a) any share of Stock Share acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder Participant of any shares of Stock Shares subject to the Award, the Holder Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares such Shares and, in connection therewith, shall execute any documents which the Board, the Committee or any other committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share of Stock acquired Paired Shares purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Paired Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock Paired Shares hereunder or (y) is true and correct as of the date of any sale of any such sharePaired Shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Paired Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Grantee hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Grantee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShare, as applicable. As a further condition precedent to the delivery to the Holder Grantee of any shares of Stock Shares subject to the Award, the Holder Grantee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Company’s Board of Directors shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the AwardUnits, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares of Stock and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder Employee of any shares of Stock subject granted pursuant to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board of Directors of the Company or any committee authorized by the Board of Directors of the Company shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board of Directors or any committee authorized by the Board of Directors shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award pursuant to this Agreement will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares of Common Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshare of Common Stock, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares of Common Stock and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting exercise of the Award SAR will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder on which the SAR is exercised or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery issuance to the Holder of any shares of Stock subject to the AwardSAR, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Common Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition purchase of shares of Common Stock has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares of Common Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares of Common Stock, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares of Common Stock and, in connection therewith, shall execute any documents which the Board of Directors or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting payment of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants ------------------------- that (a) any share of Stock acquired upon the vesting lapse of the Award restrictions will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting of under the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the AwardUnits, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisableadvisable to comply with the Securities Act, applicable state securities laws or the regulations or requirements of any such regulatory authority.

Investment Representation. The Holder Grantee hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Grantee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShare, as applicable. As a further condition precedent to the delivery to the Holder Grantee of any shares of Stock Shares subject to the Award, the Holder Grantee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Participant hereby represents and covenants that (a) any share of Stock Share acquired upon the vesting of the Award Settlement Date will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder Participant of any shares of Stock Shares subject to the Award, the Holder Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares such Shares and, in connection therewith, shall execute any documents which the Board, the Committee or any other committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Common Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock Share acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Grantee hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Grantee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder Grantee of any shares of Stock subject to the Award, the Holder Grantee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 19331993, as amended amended, and the rules and regulations thereunder (the “Securities Act”), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share of Stock acquired shares purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition purchase has been registered under the Securities Act and any or applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in form satisfactory to counsel for the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock hereunder hereunder, or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Common Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or EXHIBIT 10.4 delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Participant hereby represents and covenants that (a) any share of Stock Share acquired upon the vesting exercise of the Award Option will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall Shares will be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall Participant will submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShare, as applicable. As a further condition precedent to the delivery to the Holder Participant of any shares Shares upon exercise of Stock subject to the AwardOption, the Holder shall Participant will comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall will execute any documents which the Board shall Company will in its sole discretion deem necessary or advisable.

Investment Representation. The Holder optionee hereby represents and covenants that (a) any share of Stock acquired Paired Shares purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Paired Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock Paired Shares hereunder or (y) is true and correct as of the date of any sale of any such sharePaired Shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Paired Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Company shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that that, (a) any share Option Shares purchased upon exercise of Stock acquired upon the vesting of the Award this Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has Option Shares have been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Option Shares, unless the issuance thereof has been registered under the Securities Act and any applicable state securities laws, shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the CompanyCorporation, the Holder Employee shall submit a written statement, statement in form satisfactory to the CompanyCorporation, to the effect that such representation (xi) is true and correct as of the date of vesting purchase of any shares of Stock Option Shares hereunder or (yii) is true and correct as of the date of any sale of any such shareOption Shares, as applicable. As a further condition precedent to the delivery to the Holder any exercise of any shares of Stock subject to the Awardthis Option, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of of, or supervision over over, the issuance or delivery of the shares Option Shares and, in connection therewith, shall execute any documents which the Board of Directors or the Committee shall in its sole discretion Discretion, deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting exercise of the Award Option will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares upon exercise of Stock subject to the AwardOption, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale Exhibit 10.2 of any such shareStock, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the AwardUnits, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Stock and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share shares of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “Securities Act”), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder optionee hereby represents and covenants that (a) any share of Stock acquired Paired Shares purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Paired Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory 4 24 to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock Paired Shares hereunder or (y) is true and correct as of the date of any sale of any such sharePaired Shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Paired Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the issuance or delivery to the Holder Employee of any shares of Stock subject to the Award, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the grant or vesting of the Award is or will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock Share acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and covenants that (a) any share of Stock acquired Paired Shares purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Paired Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock Paired Shares hereunder or (y) is true and correct as of the date of any sale of any such sharePaired Shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Paired Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting payment of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (yii) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute execute, on or prior to the payment date of the Award specified in this Agreement, any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Participant hereby represents and covenants that (a) any share shares of Common Stock acquired upon the vesting of the Award RSUs will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Participant shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (xi) is true and correct as of the date of vesting of any shares of Stock hereunder Vesting Date or (yii) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery issuance or transfer to the Holder Participant of any shares of Common Stock subject to the Award, the Holder Participant shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery transfer of the such shares and, in connection therewith, shall execute any documents which that the Board Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Employee hereby represents and covenants that (a) any share of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition purchase has been ben registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Employee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock hereunder hereunder, or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities Act”"), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.its

Investment Representation. The Holder Grantee hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Grantee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock RSUs hereunder or (y) is true and correct as of the date of any sale of any such shareShare, as applicable. As a further condition precedent to the delivery to the Holder Grantee of any shares of Stock Shares subject to the Award, the Holder Grantee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Company’s Board of Directors shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock Shares acquired upon the vesting settlement of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareShares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and ------------------------- covenants that (a) any share of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities ---------- Act”"), unless such acquisition purchase has been registered under the Securities Act and any --- applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder any exercise of any shares of Stock subject to the Awardan Option, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock Shares hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to payable under the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board of Directors (the “Board”) or any committee authorized by the Board (collectively, the “Committee”) shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents and ------------------------- covenants that (a) any share of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities ---------- Act”"), unless such acquisition purchase has been registered under the Securities Act and any --- applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to the delivery to the Holder any exercise of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder Optionee hereby represents ------------------------- and covenants that (a) any share of Stock acquired purchased upon the vesting exercise of the Award Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “"Securities ---------- Act”"), unless such acquisition purchase has been registered under the Securities Act and any --- applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder Optionee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting purchase of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareshares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Stock subject to the AwardOption, the Holder Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

Investment Representation. The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities lawslaw; (b) any subsequent sale of any such shares Stock shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting acquisition of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such shareStock, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares Stock and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.