Optionee Acknowledgments. By executing this Option, you acknowledge and agree as follows: 11.1. The Corporation does not warrant that this Option granted herein constitutes an “Incentive Stock Option” within the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal Income Tax purposes as specified in Code § 421. 11.2. You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422. 11.3. You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise. 11.4. You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares. 11.5. The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant. 11.6. You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan. 11.7. You represent and warrant that you are acquiring and will hold the Option and the shares received upon exercise of such option for investment for your own account only, and not with a view to, or for resale in connection with, any "distribution" of the option and the shares within the meaning of the Securities Act. 11.8. If the shares underlying the Option are not registered, you understand that the option and the shares to be issued upon exercise of the Option have not been registered under the Securities Act or any state securities laws by reason of a specific exemption therefrom and that the option and the shares must be held indefinitely, unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel (in form and substance satisfactory to the Corporation and its counsel) that registration is not required. 11.9. You acknowledge that the Corporation is under no obligation to register the option or the shares subject to the Option. 11.10. You am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available and that the resale occurs only after the holding period required by Rule 144 has been satisfied. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Corporation has no plans to satisfy these conditions in the foreseeable future. 11.11. You will not sell, transfer or otherwise dispose of the option and the shares subject thereto in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act or any blue sky or state securities laws or regulations. 11.12. You acknowledge that you have received and had access to such information as you consider necessary or appropriate for deciding whether to invest in the option and the shares subject thereto and that you had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the issuance of the option and the shares subject thereto. 11.13. You are aware that your investment in the Corporation is speculative and subject to the risk of complete loss. 11.14. You acknowledge that you are acquiring the option and the shares subject thereto to all the terms of the Plan and this Agreement.
Appears in 6 contracts
Sources: Stock Option Agreement (Medical Care Technologies Inc.), Stock Option Agreement (Medical Care Technologies Inc.), Stock Option Agreement (Medical Care Technologies Inc.)
Optionee Acknowledgments. By executing this Option, you acknowledge and agree as follows:
11.1. The Corporation does not warrant that this Option granted herein constitutes an “Incentive Stock Option” within the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal Income Tax purposes as specified in Code § 421.
11.2. You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422.
11.3. You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise.
11.4. You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.
11.5. The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.
11.6. You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.
11.7. You I represent and warrant that you are I am acquiring and will hold the Option and the shares received upon exercise of such option for investment for your own my account only, and not with a view to, or for resale in connection with, any "distribution" of the option and the shares within the meaning of the Securities Act.
11.8. If the shares underlying the Option are not registered, you I understand that the option and the shares to be issued upon exercise of the Option have not been registered under the Securities Act or any state securities laws by reason of a specific exemption therefrom and that the option and the shares must be held indefinitely, unless they are subsequently registered under the Securities Act or you I obtain an opinion of counsel (in form and substance satisfactory to the Corporation and its counsel) that registration is not required.
11.9. You I acknowledge that the Corporation is under no obligation to register the option or the shares subject to the Option.
11.10. You I am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available and that the resale occurs only after the holding period required by Rule 144 has been satisfied. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Corporation has no plans to satisfy these conditions in the foreseeable future.
11.11. You I will not sell, transfer or otherwise dispose of the option and the shares subject thereto in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act or any blue sky or state securities laws or regulations.
11.12. You I acknowledge that you I have received and had access to such information as you I consider necessary or appropriate for deciding whether to invest in the option and the shares subject thereto and that you I had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the issuance of the option and the shares subject thereto.
11.13. You are I am aware that your my investment in the Corporation is speculative and subject to the risk of complete loss.
11.14. You I acknowledge that you are I am acquiring the option and the shares subject thereto to all the terms of the Plan and this Agreement.
Appears in 2 contracts
Sources: Stock Option Agreement (Titan Oil & Gas, Inc.), Stock Option Agreement (Ranger Gold Corp.)
Optionee Acknowledgments. By executing this Option, you acknowledge and agree as follows:
11.110.1. The Corporation does not warrant that this undersigned is acquiring the Option granted herein constitutes an “Incentive Stock Option” within and upon exercise the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal Income Tax purposes as specified in Code § 421.
11.2. You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part in any transactions that would be in violation of the granting of this Securities Act. No other person has a direct or indirect beneficial interest in, and the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to, the Option to you or within one year the shares issuable upon exercise of the transfer Option or any part thereof for which the undersigned is subscribing that would be in violation of such the Securities Act.
10.2. The undersigned understands that the Corporation is under no obligation to register the Option or the shares to youissuable upon exercise of the Option under the Securities Act, or you exercise this Option more to assist the undersigned in complying with the Securities Act or the securities laws or of any foreign jurisdiction other than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422as expressly provided herein.
11.310.3. You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise.
11.410.4. You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.
11.510.5. The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.
11.610.6. You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.
11.7. You represent and warrant that you are acquiring and will hold the Option and the shares received upon exercise of such option for investment for your own account only, and not with a view to, or for resale in connection with, any "distribution" of the option and the shares within the meaning of the Securities Act.
11.8. If the shares underlying the Option are not registered, you understand that the option and the shares to be issued upon exercise of the Option have not been registered under the Securities Act or any state securities laws by reason of a specific exemption therefrom and that the option and the shares must be held indefinitely, unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel (in form and substance satisfactory to the Corporation and its counsel) that registration is not required.
11.9. You acknowledge that the Corporation is under no obligation to register the option or the shares subject to the Option.
11.10. You am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available and that the resale occurs only after the holding period required by Rule 144 has been satisfied. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Corporation has no plans to satisfy these conditions in the foreseeable future.
11.11. You will not sell, transfer or otherwise dispose of the option and the shares subject thereto in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act or any blue sky or state securities laws or regulations.
11.12. You acknowledge that you have received and had access to such information as you consider necessary or appropriate for deciding whether to invest in the option and the shares subject thereto and that you had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the issuance of the option and the shares subject thereto.
11.13. You are aware that your investment in the Corporation is speculative and subject to the risk of complete loss.
11.14. You acknowledge that you are acquiring the option and the shares subject thereto to all the terms of the Plan and this Agreement.
Appears in 2 contracts
Sources: Stock Option Agreement, Stock Option Agreement
Optionee Acknowledgments. By executing this Option, you acknowledge Optionee certifies and agree as followsacknowledges that:
11.1. The Corporation does not warrant that (a) Optionee has read this Agreement and the Personnel Option granted herein constitutes an “Incentive Stock Option” within Status Report attached hereto as Exhibit A and the meaning Personnel Option Surrender Report attached hereto as Exhibit C and Optionee has discovered no errors on the Report;
(b) Optionee has read the Prospectus for the 1998 Plan, the 1998 Plan and the Questions and Answers document, and will accept the Options subject to the terms and conditions of that section, the Plan and the Option Certificate;
(c) Optionee shall accept as binding and final all decisions or that interpretations of the transfer Board of stock acquired pursuant Directors of MedPartners (the "Board") or the Compensation Committee of the Board (the "Committee") upon any questions arising under the Plan;
(d) Optionee has had a full and fair opportunity to receive answers to any questions Optionee may have regarding the Voluntary Option Surrender Program;
(e) Optionee understands the contents of all documents received from MedPartners with respect to the Voluntary Option Surrender Program;
(f) Optionee has signed this Option Agreement of Optionee's own free will;
(g) the Old Options retained hereby will be treated governed by the applicable Current Plan and/or any applicable Old Option Agreement;
(h) the Options will be governed by the terms and conditions of the 1998 Plan and the Option Certificate which may differ materially and adversely from the Current Plans and the Old Option Agreements;
(i) the Voluntary Option Surrender Program may adversely affect the vesting period for Federal Income Tax purposes Optionee's Options and may have adverse tax consequences for Optionee;
(j) the exercise of the Options may be subject to additional restrictions as specified set forth in Code § 421.the 1998 Plan or the Option Certificate;
11.2. You understand that if(k) unless at the time of exercise of the Options a registration statement under the Securities Act of 1933 (the "Act"), among other thingsas amended, you dispose of is in effect covering shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422.
11.3. You further understand that be issued upon exercise of this Option you may be subject to alternative minimum tax the Options, as a result condition to the exercise of such exercise.
11.4. You and your transferees have no rights as a shareholder with respect the Options MedPartners may require Optionee to any shares of represent that Optionee is acquiring the Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.
11.5. The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.
11.6. You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.
11.7. You represent and warrant that you are acquiring and will hold the Option and the shares received upon exercise of such option for investment for your Optionee's own account only, only and not with a view to, or for resale sale in connection with, any "distribution" distribution of the option Common Stock;
(l) the certificate or certificates representing any shares of Common Stock acquired hereunder may bear an appropriate legend relating to registration and resale under federal and state securities laws;
(m) Optionee shall not have any rights of a stockholder of MedPartners with respect to the shares within of Common Stock which may be purchased upon exercise of this Option, unless and until such shares shall have been issued and delivered and Optionee's name has been entered as a stockholder on the meaning stock transfer records of MedPartners;
(n) notwithstanding anything in this Agreement, the Securities Act.
11.8. If Plan, or the Option Certificate to the contrary, nothing shall obligate or require MedPartners to file or keep effective a registration statement pursuant to the Act or any state's securities law covering the shares underlying the Option are not registered, you understand that the option and the shares of Common Stock to be issued upon exercise of the Option have Options;
(o) the issuance of Common Stock is subject to limitations imposed by federal and state law and MedPartners shall not been registered under be obligated to issue any shares of Common Stock upon exercise of the Securities Act Options that would cause MedPartners to violate law or any state securities laws by reason rule, regulation, order or consent decree of a specific exemption therefrom and that the option and the shares must be held indefinitelyany regulatory authority (including, unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel (in form and substance satisfactory to the Corporation and its counsel) that registration is not required.
11.9. You acknowledge that the Corporation is under no obligation to register the option or the shares subject to the Option.
11.10. You am aware of the adoption of Rule 144 by without limitation, the Securities and Exchange Commission under Commission) having jurisdiction over the Securities Act, which permits limited public resales affairs of securities acquired in a non-public offering, subject MedPartners;
(p) Optionee may be required to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available and that the resale occurs only after the holding period required by Rule 144 has been satisfied. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Corporation has no plans to satisfy these conditions in the foreseeable future.
11.11. You will not sell, transfer or otherwise dispose of the option and the shares subject thereto in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act or any blue sky or state securities laws or regulations.
11.12. You acknowledge that you have received and had access to provide MedPartners with such information as you consider necessary is reasonably requested by MedPartners or appropriate for deciding its counsel to determine whether to invest in the option and the shares subject thereto and that you had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the issuance of Common Stock complies with the option provisions described herein; and
(q) MedPartners will rely upon the representations, warranties and the shares subject thereto.
11.13. You are aware that your investment acknowledgments made by Optionee in the Corporation is speculative and subject to the risk of complete loss.
11.14. You acknowledge that you are acquiring the option and the shares subject thereto to all the terms of the Plan and this Agreement.
Appears in 1 contract
Sources: Option Surrender and Relinquishment Agreement (Medpartners Inc)
Optionee Acknowledgments. By executing this Option, you acknowledge and agree as follows:
11.1. The Corporation does not warrant that this Option granted herein constitutes an “Incentive Stock Option” within the meaning of that section, or that the transfer of stock acquired pursuant to this Option will be treated for Federal Income Tax purposes as specified in Code § 421.
11.2. You understand that if, among other things, you dispose of shares of Common Stock granted to you pursuant to this Option within two years of the granting of this Option to you or within one year of the transfer of such shares to you, or you exercise this Option more than three months after termination of employment, then such shares will not qualify for the beneficial treatment which you might otherwise receive under Code §§ 421 and 422.
11.3. You further understand that upon exercise of this Option you may be subject to alternative minimum tax as a result of such exercise.
11.4. You and your transferees have no rights as a shareholder with respect to any shares of Common Stock covered by this Option until the date of the issuance of a stock certificate for such shares.
11.5. The Corporation is not providing you with advice, warranties or representations regarding any of the legal or tax effects to you with respect to this grant.
11.6. You acknowledge that you are familiar with the terms of the grant made to you under this Option and the Plan, that you have been encouraged by the Corporation to discuss the grant and the Plan with your own legal ▇▇▇▇ and tax advisers, and that you agree to be bound by the terms of the grant and the Plan.
11.7. You represent and warrant that you are acquiring and will hold the Option and the shares received upon exercise of such option for investment for your own account only, and not with a view to, or for resale in connection with, any "distribution" of the option and the shares within the meaning of the Securities Act.
11.8. If the shares underlying the Option are not registered, you understand that the option and the shares to be issued upon exercise of the Option have not been registered under the Securities Act or any state securities laws by reason of a specific exemption therefrom and that the option and the shares must be held indefinitely, unless they are subsequently registered under the Securities Act or you obtain an opinion of counsel (in form and substance satisfactory to the Corporation and its counsel) that registration is not required.
11.9. You acknowledge that the Corporation is under no obligation to register the option or the shares subject to the Option.
11.10. You am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available and that the resale occurs only after the holding period required by Rule 144 has been satisfied. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Corporation has no plans to satisfy these conditions in the foreseeable future.
11.11. You will not sell, transfer or otherwise dispose of the option and the shares subject thereto in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act or any blue sky or state securities laws or regulations.
11.12. You acknowledge that you have received and had access to such information as you consider necessary or appropriate for deciding whether to invest in the option and the shares subject thereto and that you had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the issuance of the option and the shares subject thereto.
11.13. You are aware that your investment in the Corporation is speculative and subject to the risk of complete loss.
11.14. You acknowledge that you are acquiring the option and the shares subject thereto to all the terms of the Plan and this Agreement.
Appears in 1 contract
Sources: Stock Option Agreement (Medical Care Technologies Inc.)