Optionholder Representations Sample Clauses

Optionholder Representations. The Optionholder hereby represents and warrants to the Company that:
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Optionholder Representations. (a) Such Optionholder is the record and beneficial owner of all right, title and interest in and to the Options set forth opposite his or her name on Schedule 5.7, free and clear of Liens, other than as created by this Agreement, the Freedom Powersports Option Plan or the FPS Real Estate Option Plan, as applicable, or on transfers arising under applicable securities Laws. Except for this Agreement and in the Freedom Powersports Option Plan or the FPS Real Estate Option Plan, as applicable, such Optionholder has not been granted any option, warrant, call, commitment or right, and is not a party to any Contract that requires or, upon the passage of time or the payment of money, would require the Optionholder to transfer or cause to be transferred any of the Options or the Equity Interests underlying the Options. Other than the Options set forth on Schedule 5.7, such Optionholder owns no rights, options, warrants, equity securities, and is not party to any Contract obligating any Acquired Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, Equity Interests of any Acquired Company to the Optionholder. Such Optionholder has not exercised any of the Options.
Sample 1

Related to Optionholder Representations

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Seller Representations Seller hereby represents and warrants that:

  • Buyer Representations Buyer represents and warrants to Seller as follows:

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Restricted Stock Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Purchaser Representation Such Purchaser understands that the Securities are "restricted securities" and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

  • VENDOR'S REPRESENTATIONS The Vendor's representations contained in this Agreement will be true.

  • Reliance Upon Purchaser’s Representations The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

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