Common use of Investment Representations; Registration Clause in Contracts

Investment Representations; Registration. The Employee 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 Employee. The Partnership will have no obligation to register under the Securities Act any Award AO LTIP Units or any Award Class A Units or any other securities issued pursuant to this Agreement or upon conversion or redemption of Award AO LTIP Units or Award Class A Units. The Employee agrees that any sale of Award Class A Units or of Common Shares received upon the redemption of Award Class A Units 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 such sale shall only 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), Unit Award Agreement (Vornado Realty Lp)

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Investment Representations; Registration. The Employee 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 EmployeeGrantee. The Partnership will have no obligation to register under the Securities Act any Award AO [2016] LTIP Units or any Award Class A Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or redemption exchange of Award AO [2016] LTIP Units or Award Class A Units(SB). The Employee Grantee agrees that any sale resale of Award Class A Units or the shares of Common Shares Stock received upon the redemption exchange of Units into which Award Class A [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 such sale resale shall only 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: Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Employee 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 Employee. The Partnership will have no obligation to register under the Securities Act any Award AO LTIP Units or any Award Class A Units or any other securities issued pursuant to this Agreement or upon conversion or redemption of Award AO LTIP Units or Award Class A Units. The Employee agrees that any sale of Award Class A Units or of Common Shares received upon the redemption of Award Class A Units 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, unless the Employee is not in possesion of material non-public information regarding the Company and the Employee has not been employed by or otherwise affiliated with the Company for a period of six months preceding the date of such sale. In addition, any such sale shall only 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: Award Agreement (Vornado Realty Lp)

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Investment Representations; Registration. The Employee 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 EmployeeGrantee. The Partnership will have no obligation to register under the Securities Act any Award AO [2017] LTIP Units or any Award Class A Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or redemption exchange of Award AO [2017] LTIP Units or Award Class A Units(SB). The Employee Grantee agrees that any sale resale of Award Class A Units or the shares of Common Shares Stock received upon the redemption exchange of Units into which Award Class A [2017] 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 such sale resale shall only 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: Unit Award Agreement (Macerich Co)

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