Common use of Investment Representation; Registration Clause in Contracts

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

Appears in 16 contracts

Samples: Ltip Unit Award Agreement (Braemar Hotels & Resorts Inc.), Ltip Unit Award Agreement (Ashford Hospitality Trust Inc), Ltip Unit Award Agreement (Douglas Emmett Inc)

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Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C B attached hereto as of the Grant Effective Date date of acceptance of this Agreement and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership LLC upon discovering that any of the representations or warranties set forth on Exhibit C was B were false when made or have, as a result of changes in circumstances, become false. The Partnership LLC will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the CompanyUnits.

Appears in 8 contracts

Samples: Vesting Agreement (Morgans Hotel Group Co.), Vesting Agreement (Morgans Hotel Group Co.), Employment Agreement (Morgans Hotel Group Co.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

Appears in 7 contracts

Samples: Ltip Unit Award Agreement (Prologis, L.P.), Ltip Unit Award Agreement (Prologis, L.P.), Ltip Unit Award Agreement (Prologis, L.P.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each the Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

Appears in 7 contracts

Samples: Performance Ltip Unit Award Agreement (Phillips Edison & Company, Inc.), Performance Ltip Unit Award Agreement (Phillips Edison & Company, Inc.), Ltip Unit Award Agreement (Phillips Edison & Company, Inc.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Operating Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Operating Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Operating Partnership or shares of capital stock of the Company.

Appears in 4 contracts

Samples: Ltip Unit Award Agreement (Lamar Media Corp/De), Ltip Unit Award Agreement (Lamar Advertising Co/New), Ltip Unit Award Agreement (Lamar Media Corp/De)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date of Agreement and as of each Vesting the Grant Effective Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the CompanyStock.

Appears in 3 contracts

Samples: Ltip Unit Award Agreement (Prologis, L.P.), Ltip Unit Award Agreement (Prologis, L.P.), Ltip Unit Award Agreement (Prologis, L.P.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the CompanyStock.

Appears in 2 contracts

Samples: Ltip Unit Award Agreement (Prologis, L.P.), Ltip Unit Award Agreement (Prologis, L.P.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership Holdings upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership Holdings will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership liability company interests of the Partnership Holdings or shares of capital stock of the Company.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Ashford Inc.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership AHH upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership AHH will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership membership interests of the Partnership AHH or shares of capital stock of the Company.

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Ashford Inc.)

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Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C A attached hereto as of the Grant Effective Date and as of each Vesting the Measurement Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C A was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

Appears in 1 contract

Samples: Performance Ltip Unit (Phillips Edison & Company, Inc.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C B attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C B was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.. Employee LTIP Award Form

Appears in 1 contract

Samples: Award Agreement (Douglas Emmett Inc)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C B attached hereto as of the Grant Effective Date and as of each Vesting the Measurement Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C B was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

Appears in 1 contract

Samples: Performance Ltip Unit (Phillips Edison & Company, Inc.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C B attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C B was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the CompanyStock.

Appears in 1 contract

Samples: Compensation Plan (Prologis, L.P.)

Investment Representation; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C B attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C B was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

Appears in 1 contract

Samples: Douglas Emmett Inc

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