Representations and Warranties by Optionee. Optionee represents and warrants to Optionor that:
Representations and Warranties by Optionee. Optionee represents and warrants to Corporation as follows:
Representations and Warranties by Optionee. Optionee hereby represents and warrants to Issuer, as of the date hereof and as of any Closing Date, that (i) the Option and, if the Option is exercised, the Option Shares acquired thereby are being acquired for the account of Optionee for investment, and not with a present view to, or for resale in connection with, the distribution thereof, and that Optionee has no present intention of distributing or reselling such securities, in each case, other than pursuant to a registration statement under the Securities Act of 1933, as amended (the "1933 Act"); (ii) Optionee is an "Accredited Investor" as defined in Regulation D under the 1933 Act; (iii) neither the Option nor any Option Shares acquired upon Option Exercise shall be sold or transferred unless they first shall have been registered under the 1933 Act and any applicable state securities laws or unless Issuer first shall have been furnished with either (A) an opinion of legal counsel (in form, substance and scope reasonably satisfactory to Issuer) to the effect that such sale or transfer is exempt from the registration requirements of the 1933 Act or (B) satisfactory representations from Optionee that Optionee may immediately sell all of such securities (to the extent such securities are deemed owned by Optionee on the same date) pursuant to Rule 144 under the 1933 Act (or a successor thereto).
Representations and Warranties by Optionee. Optionee represents and warrants that:
