Common use of Investment Representations; Registration Clause in Contracts

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Ltip Inducement Unit Award Agreement (Macerich Co), 2024 Ltip Inducement Unit Award Agreement (Macerich Co)

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Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 LTIP Units (SB) may be converted shall not occur during the "blackout periods" forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Ltip Units Award Agreement (Macerich Co), 2006 Long Term Incentive Plan Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 Sign-On LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 Sign-On LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 Sign-On LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Sign on Ltip Inducement Unit Award Agreement (Macerich Co), Sign on Ltip Inducement Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2021 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2021 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2021 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider xxxxxxx xxxxxxx policyxxxxxx. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: 2021 Outperformance Plan Award Agreement (Vornado Realty Lp), 2021 Outperformance Plan Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 Award LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 Award LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 Award LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Ltip Unit Award Agreement (Vornado Realty Lp), Ltip Unit Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP Units (SBPB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SBPB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 LTIP Units (SBPB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Ltip Inducement Unit Award Agreement (Macerich Co), 2024 Ltip Inducement Unit Award Agreement (Performance Based) (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2008 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2008 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2008 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2008 Outperformance Plan Award Agreement (Vornado Realty Trust)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 Award [2016] LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 Award [2016] LTIP Units (SB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 Award [2016] LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [2013] LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [2013] LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [2013] LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [ ] LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [ ] LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [ ] LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Performance Based Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [ ] LTIP Units (SBPB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [ ] LTIP Units (SBPB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [ ] LTIP Units (SBPB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Performance Based) (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [ ] LTIP Units (SBPB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [ ] LTIP Units (SBPB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [ ] LTIP Units (SBPB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider xxxxxxx xxxxxxx policyxxxxxx. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Performance Based) (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2014 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2014 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2014 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2014 Outperformance Plan Award Agreement (Vornado Realty Trust)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2012 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2012 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2012 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2012 Outperformance Plan Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 2021 LTIP Units (SBPB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 2021 LTIP Units (SBPB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 2021 LTIP Units (SBPB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [ ] LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [ ] LTIP Units (SB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [ ] LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Service Based) (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 2014-2 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 2014-2 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 2014-2 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx ixxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2007 Multi Year Incentive Plan Award Agreement (Medical Properties Trust Inc)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2020 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2020 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2020 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2020 Outperformance Plan Award Agreement (Vornado Realty Lp)

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Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2015 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2015 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2015 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2015 Outperformance Plan Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2013 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2013 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2013 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2013 Outperformance Plan Award Agreement (Vornado Realty Trust)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [2018] LTIP Units (SBPB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [2018] LTIP Units (SBPB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [2018] LTIP Units (SBPB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider xxxxxxx xxxxxxx policyxxxxxx. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 2010 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 2010 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 2010 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2006 Outperformance Plan Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 [ ]-2 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 [ ]-2 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 [ ]-2 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Performance Based Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 2010-2 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 2010-2 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 2010-2 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2010 2 Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2018 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2018 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2018 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2018 Outperformance Plan Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2012 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2012 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2012 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx ixxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2012 Outperformance Plan Award Agreement (Vornado Realty Trust)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which 2024 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Units Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2017 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2017 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2017 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2017 Outperformance Plan Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any 2024 LTIP 2016 OPP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of 2024 LTIP Units (SB)2016 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which 2024 LTIP 2016 OPP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx ixxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: 2016 Outperformance Plan Award Agreement (Vornado Realty Lp)

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