Common use of Issuance of Employee Units Clause in Contracts

Issuance of Employee Units. (a) Upon execution of this Agreement, the Company will issue to the Employee that number of Class B Common Units of the Company (the "Class B Common Units") set forth below such Employee's name on the signature page attached hereto. All of such Class B Common Units issued to the Employee hereby are referred to herein as "Employee Units." To secure the Company's rights under the Repurchase Option in Section 3, the Company will retain possession of the certificates representing the Employee Units and will provide the Employee with copies thereof. (1) The IRS has published guidance to the effect that if the Company and the Employee treat the Employee as the owner of the Employee Units from the Effective Date and the Employee takes into account his distributive share of Company items in computing his income tax liability, it is not necessary, given that the Class B Common Units will represent a pure profits interest in a partnership for tax purposes, for the Employee to make a Section 83(b) election with respect to his receipt of the Employee Units. Nevertheless, many recipients of these type of interests make a Section 83(b) election as a matter of practice. (b) In connection with the acquisition of the Employee Units hereunder, the Employee represents and warrants to the Company that: (i) the Employee Units to be acquired by the Employee pursuant to this Agreement will be acquired for the Employee's own account, for investment only and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws or this Agreement or the Securityholders' Agreement; (ii) the Employee has such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable the Employee to understand and evaluate the risks and benefits of his or her investment in the Employee Units; (iii) the Employee has no need for liquidity in his or her investment in the Employee Units and is able to bear the economic risk of his or her investment in the Employee Units for an indefinite period of time and understands that the Employee Units have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Employee Units in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (iv) the Employee acknowledges that he or she is aware that the Employee Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about the Company. Such information is not now available, and the Company has no current plans to make such information available; and (v) the Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Units and has had full access to or been provided with such other information concerning the Company as the Employee has requested. (c) This Agreement constitutes the legal, valid and binding obligation of the Employee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Employee is a party or any judgment, order or decree to which the Employee is subject. (d) As an inducement to the Company to issue the Employee Units to the Employee and as a condition thereto, the Employee acknowledges and agrees that: (i) neither the issuance of the Employee Units to the Employee nor any provision contained herein shall entitle the Employee to remain in the employment of the Company or its subsidiaries or affect the right of the Company to terminate the Employee's employment at any time for any reason; and (ii) except as provided in any other agreement between the Company or any subsidiary thereof and the Employee, the Company shall have no duty or obligation to disclose to the Employee, and the Employee shall have no right to be advised of, any material information regarding the Company and its subsidiaries, if any, at any time prior to, upon or in connection with the forfeiture of the Employee Units upon the termination of the Employee's employment with the Company or a subsidiary thereof. (e) In connection with the issuance and sale by the Company to the Employee of the Employee Units, the Company represents and warrants that: (i) the Company is a limited liability company validly existing under the laws of the jurisdiction of its incorporation and has all requisite limited liability company power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (ii) the Company has taken all limited liability company action necessary to authorize its execution and delivery of this Agreement, its performance of its obligations thereunder, and its consummation of the transactions contemplated thereby; and (iii) this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.

Issuance of Employee Units. (a) Upon execution of this Agreement, the Company will issue to the Employee that number of Class B Common Units of the Company (the "“Class B Common Units"”) set forth below such Employee's ’s name on the signature page attached hereto. All of such Class B Common Units issued to the Employee hereby are referred to herein as "“Employee Units." ” To secure the Company's ’s rights under the Repurchase Option in Section 3, the Company will retain possession of the certificates representing the Employee Units and will provide the Employee with copies thereof. , provided that upon the Company’s or IPO Corp.’s initial Public Offering (1) The IRS has published guidance to as defined in the effect that Securityholders’ Agreement), the Company or IPO Corp., as the case may be, shall immediately deliver original certificates representing the Vested Units (if the Company and the Employee treat the Employee has an initial Public Offering) or vested Restricted Stock (as the owner of the Employee Units from the Effective Date and the Employee takes into account his distributive share of Company items in computing his income tax liability, it is not necessary, given that the Class B Common Units will represent a pure profits interest in a partnership for tax purposes, for the Employee herein defined) (if IPO Corp. has an initial Public Offering) to make a Section 83(b) election with respect to his receipt of the Employee Units. Nevertheless, many recipients of these type of interests make a Section 83(b) election as a matter of practiceEmployee. (b) In connection with the acquisition of the Employee Units hereunder, the Employee represents and warrants to the Company that: (i) the Employee Units to be acquired by the Employee pursuant to this Agreement will be acquired for the Employee's ’s own account, for investment only and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws or this Agreement or the Securityholders' Securityholders Agreement; (ii) the Employee has such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable the Employee to understand and evaluate the risks and benefits of his or her investment in the Employee Units; (iii) the Employee has no need for liquidity in his or her investment in the Employee Units and is able to bear the economic risk of his or her investment in the Employee Units for an indefinite period of time and understands that the Employee Units have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Employee Units in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (iv) the Employee acknowledges that he or she is aware that the Employee Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about the Company. Such information is not now available, and the Company has no current plans to make such information available; and; (v) the Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Units and has had full access to or been provided with such other information concerning the Company as the Employee has requested.; and (cvi) This this Agreement constitutes the legal, valid and binding obligation of the Employee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Employee is a party or any judgment, order or decree to which the Employee is subject. (dc) As an inducement to the Company to issue the Employee Units to the Employee and as a condition thereto, the Employee acknowledges and agrees that: (i) neither the issuance of the Employee Units to the Employee nor any provision contained herein shall entitle the Employee to remain in the employment of the Company or its subsidiaries or affect the right of the Company to terminate the Employee's ’s employment at any time for any reason; and (ii) except as provided in any other agreement between the Company or any subsidiary thereof and the Employee, the Company shall have no duty or obligation to disclose to the Employee, and the Employee shall have no right to be advised of, any material information regarding the Company and its subsidiaries, if any, at any time prior to, upon or in connection with the forfeiture of the Employee Units upon the termination of the Employee's ’s employment with the Company or a subsidiary thereof. (ed) In connection with the issuance and sale by the Company to the Employee of the Employee UnitsUnits or the Restricted Stock, the Company represents and warrants IPO Corp. jointly and severally represent and warrant that: (i) the Company is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation formation and has all requisite limited liability company power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (ii) the Company has taken all limited liability company action necessary to authorize its execution and delivery of this Agreement, its performance of its obligations thereunder, and its consummation of the transactions contemplated thereby; and (iii) this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.

Issuance of Employee Units. (a) Upon execution of this Agreement, the Company will issue to the Employee that number of Class B Common Units of the Company (the "“Class B Common Units"”) set forth below such Employee's ’s name on the signature page attached hereto. All of such Class B Common Units issued to the Employee hereby are referred to herein as "“Employee Units." ” To secure the Company's ’s rights under the Repurchase Option in Section 3, the Company will retain possession of the certificates representing the Employee Units and will provide the Employee with copies thereof. (1) The IRS has published guidance to the effect that if the Company and the Employee treat the Employee as the owner of the Employee Units from the Effective Date and the Employee takes into account his distributive share of Company items in computing his income tax liability, it is not necessary, given that the Class B Common Units will represent a pure profits interest in a partnership for tax purposes, for the Employee to make a Section 83(b) election with respect to his receipt of the Employee Units. Nevertheless, many recipients of these type of interests make a Section 83(b) election as a matter of practice. (b) In connection with the acquisition of the Employee Units hereunder, the Employee represents and warrants to the Company that: (i) the Employee Units to be acquired by the Employee pursuant to this Agreement will be acquired for the Employee's ’s own account, for investment only and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws or this Agreement or the Securityholders' ’ Agreement; (ii) the Employee has such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable the Employee to understand and evaluate the risks and benefits of his or her investment in the Employee Units; (iii) the Employee has no need for liquidity in his or her investment in the Employee Units and is able to bear the economic risk of his or her investment in the Employee Units for an indefinite period of time and understands that the Employee Units have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Employee Units in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (iv) the Employee acknowledges that he or she is aware that the Employee Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about the Company. Such information is not now available, and the Company has no current plans to make such information available; and (v) the Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Units and has had full access to or been provided with such other information concerning the Company as the Employee has requested. (c) This Agreement constitutes the legal, valid and binding obligation of the Employee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Employee is a party or any judgment, order or decree to which the Employee is subject. (d) As an inducement to the Company to issue the Employee Units to the Employee and as a condition thereto, the Employee acknowledges and agrees that: (i) neither the issuance of the Employee Units to the Employee nor any provision contained herein shall entitle the Employee to remain in the employment of the Company or its subsidiaries or affect the right of the Company to terminate the Employee's ’s employment at any time for any reason; and (ii) except as provided in any other agreement between the Company or any subsidiary thereof and the Employee, the Company shall have no duty or obligation to disclose to the Employee, and the Employee shall have no right to be advised of, any material information regarding the Company and its subsidiaries, if any, at any time prior to, upon or in connection with the forfeiture of the Employee Units upon the termination of the Employee's ’s employment with the Company or a subsidiary thereof. (e) In connection with the issuance and sale by the Company to the Employee of the Employee Units, the Company represents and warrants that: (i) the Company is a limited liability company validly existing under the laws of the jurisdiction of its incorporation and has all requisite limited liability company power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (ii) the Company has taken all limited liability company action necessary to authorize its execution and delivery of this Agreement, its performance of its obligations thereunder, and its consummation of the transactions contemplated thereby; and (iii) this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.

Issuance of Employee Units. (a) Upon execution of this Agreement, the Company will issue to the Employee that number of Class B Common Units of the Company (the "“Class B Common Units"”) set forth below such Employee's ’s name on the signature page attached hereto. All of such Class B Common Units issued to the Employee hereby are referred to herein as "“Employee Units." ” To secure the Company's ’s rights under the Repurchase Option in Section 3, the Company will retain possession of the certificates representing the Employee Units and will provide the Employee with copies thereof. (1b) The IRS has published guidance to If the effect that if Employee is a U.S. taxpayer, the Company Employee will make an effective election with the Internal Revenue Service (the “IRS”) under Section 83(b) of the Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. The Employee treat understands that under applicable law such election must be filed with the Employee as IRS no later than thirty (30) days after the owner date hereof to be effective. Pursuant to such election, the fair market value of the Employee Units from covered by such election shall be treated as ordinary income received by the Effective Date and the Employee takes into account his distributive share of Company items in computing his income tax liability, it is not necessary, given that the Class B Common Units will represent a pure profits interest in a partnership for tax purposes, for the Employee to make a Section 83(b) election with respect to his receipt of the Employee Units. Nevertheless, many recipients of these type of interests make a Section 83(b) election as a matter of practiceEmployee. (bc) In connection with the acquisition of the Employee Units hereunder, the Employee represents and warrants to the Company that: (i) the Employee Units to be acquired by the Employee pursuant to this Agreement will be acquired for the Employee's ’s own account, for investment only and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Employee Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws or this Agreement or the Securityholders' ’ Agreement; (ii) the Employee has such knowledge and experience in business and financial matters and with respect to investments in securities of privately held companies so as to enable the Employee to understand and evaluate the risks and benefits of his or her investment in the Employee Units; (iii) the Employee has no need for liquidity in his or her investment in the Employee Units and is able to bear the economic risk of his or her investment in the Employee Units for an indefinite period of time and understands that the Employee Units have not been registered or qualified under the Securities Act or any applicable state securities laws, by reason of the issuance of the Employee Units in a transaction exempt from the registration and qualification requirements of the Securities Act or such state securities laws and, therefore, cannot be sold unless subsequently registered or qualified under the Securities Act or such state securities laws or an exemption from such registration or qualification is available; (iv) the Employee acknowledges that he or she is aware that the Employee Units may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that Rule are met. Among the current conditions for use of Rule 144 by certain holders is the availability to the public of current information about the Company. Such information is not now available, and the Company has no current plans to make such information available; and (v) the Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Employee Units and has had full access to or been provided with such other information concerning the Company as the Employee has requested. (cd) This Agreement constitutes the legal, valid and binding obligation of the Employee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Employee is a party or any judgment, order or decree to which the Employee is subject. (de) As an inducement to the Company to issue the Employee Units to the Employee and as a condition thereto, the Employee acknowledges and agrees that: (i) neither the issuance of the Employee Units to the Employee nor any provision contained herein shall entitle the Employee to remain in the employment of the Company or its subsidiaries or affect the right of the Company to terminate the Employee's ’s employment at any time for any reason; and (ii) except as provided in any other agreement between the Company or any subsidiary thereof and the Employee, the Company shall have no duty or obligation to disclose to the Employee, and the Employee shall have no right to be advised of, any material information regarding the Company and its subsidiaries, if any, at any time prior to, upon or in connection with the forfeiture of the Employee Units upon the termination of the Employee's ’s employment with the Company or a subsidiary thereof. (ef) In connection with the issuance and sale by the Company to the Employee of the Employee Units, the Company represents and warrants that: (i) the Company is a limited liability company validly existing under the laws of the jurisdiction of its incorporation and has all requisite limited liability company power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (ii) the Company has taken all limited liability company action necessary to authorize its execution and delivery of this Agreement, its performance of its obligations thereunder, and its consummation of the transactions contemplated thereby; and (iii) this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.