Common use of Additional Representations from You Clause in Contracts

Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the PRSU Shares for your own account and not with a view to reselling or distributing the PRSU Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 4 contracts

Samples: Performance Restricted Stock Unit Grant Agreement (Warner Bros. Discovery, Inc.), Performance Restricted Stock Unit Grant Agreement (Warner Bros. Discovery, Inc.), Performance Restricted Stock Unit Grant Agreement (Discovery Communications, Inc.)

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Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the PRSU Shares for your own account and not with a view to reselling or distributing the PRSU Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU Shares unless:: 1008840409v3 (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Warner Bros. Discovery, Inc.)

Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the PRSU Shares for your own account and not with a view to reselling or distributing the PRSU Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU Shares unless:: 1008840465v3 (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Warner Bros. Discovery, Inc.)

Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s 's counsel, that you are acquiring the PRSU Shares for your own account and not with a view to reselling or distributing the PRSU Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Grant Agreement (Discovery Communications, Inc.)

Additional Representations from You. If the vesting provisions of the PRSU RSUs are satisfied and you are entitled to receive PRSU RSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU RSU Shares to you. You must: (a) must — · represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the PRSU RSU Shares for your own account and not with a view to reselling or distributing the PRSU RSU Shares; and (b) and · agree that you will not sell, transfer, or otherwise dispose of the PRSU RSU Shares unless: (i) : · a registration statement under the Act is effective at the time of disposition with respect to the PRSU RSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) or · the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (HMS Holdings Corp)

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Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the PRSU Shares for your own account and not with a view to reselling or distributing the PRSU Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.. 1008840465v3

Appears in 1 contract

Samples: Performance Restricted Stock Unit Agreement (Warner Bros. Discovery, Inc.)

Additional Representations from You. If the vesting provisions of the PRSU are satisfied and you are entitled to receive PRSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU Shares to you. You must: : (a) represent to the Company, in a manner satisfactory to the Company’s 's counsel, that you are acquiring the PRSU Shares for your own account and not with a view to reselling or distributing the PRSU Shares; and and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU Shares unless: : (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU Shares you propose to sell, transfer, or otherwise dispose of; or or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required. 13.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Grant Agreement

Additional Representations from You. If the vesting provisions of the PRSU RSU are satisfied and you are entitled to receive PRSU RSU Shares at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the PRSU RSU Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s 's counsel, that you are acquiring the PRSU RSU Shares for your own account and not with a view to reselling or distributing the PRSU RSU Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the PRSU RSU Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the PRSU RSU Shares you propose to sell, transfer, or otherwise dispose of; or (ii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Appears in 1 contract

Samples: Restricted Stock Unit Grant Agreement (Discovery Communications, Inc.)

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