Additional Representations from You. If the Shares are to be issued to you 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 Shares to you. You must: (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Shares for your own account and not with a view to reselling or distributing the Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the Shares unless: (i) a registration statement under the Act is effective at the time of disposition with respect to the 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: Special Stock Appreciation Rights Agreement (Discovery Communications, Inc.)
Additional Representations from You. If you exercise the Shares are to be issued to you Option 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 1933(the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must:must -
(a) represent to the Company, in a manner satisfactory to the Company’s 's counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and
(b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless:
(i) a registration statement under the Act is effective at the time of disposition with respect to the Option 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: Nonqualified Stock Option Grant Agreement (Discovery Communications, Inc.)
Additional Representations from You. If you exercise the Shares are to be issued to you Option 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 Option Shares to you. You must:
must — (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and
and (b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless:
: (i) a registration statement under the Act is effective at the time of disposition with respect to the Option 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. 11.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Warner Bros. Discovery, Inc.)
Additional Representations from You. If you exercise the Shares are to be issued to you Option 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 1933(the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must:
must - (a) represent to the Company, in a manner satisfactory to the Company’s 's counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and
and (b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless:
: (i) a registration statement under the Act is effective at the time of disposition with respect to the Option 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. 11.
Appears in 1 contract
Samples: Employee Stock Option Agreement
Additional Representations from You. If you exercise the Shares are to be issued to you Option 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 1933(the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must:must —
(a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and
(b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless:
(i) a registration statement under the Act is effective at the time of disposition with respect to the Option 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: Nonqualified Stock Option Agreement (Discovery, Inc.)