Issuance of Executive Units. (a) Upon the closing of the transactions contemplated in the Contribution Agreement the Partnership will issue 8,756 Common Units and 142,000 Management Units to Executive, in consideration of the contributions set forth in the Contribution Agreement and Executive’s continued performance as an employee of the Partnership or one or more Subsidiaries or Affiliates of the Partnership. The Management Units acquired pursuant to this Section 1(a) shall be subject to the vesting schedule set forth in Section 2 below. (b) In connection with the acquisition of the Executive Units hereunder, Executive represents and warrants to the Partnership: (i) The Executive Units to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account 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 Executive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Partnership or a Subsidiary or Affiliate thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Units. (iii) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Units and has had full access to such other information concerning the Partnership as he, she or it has requested. (v) Executive has received and read a copy of the Partnership Agreement. This Agreement, the Partnership Agreement, the Contribution Agreement and each of the other agreements contemplated hereby and thereby constitute the legal, valid and binding obligation of Executive, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement, the Partnership Agreement, the Contribution Agreement and the other agreements contemplated hereby and thereby by Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject or create any conflict of interest with the Partnership, any Affiliate thereof, or its or their present or former customers. (vi) Executive is a resident of the State of New Jersey. (c) As an inducement to the Partnership to issue the Executive Units to Executive, and as a condition thereto, Executive acknowledges and agrees that: (i) neither the issuance of the Executive Units to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Partnership and its Subsidiaries or Affiliates or affect the right of the Partnership to terminate Executive’s employment at any time; and (ii) Executive has read and understands Exhibit A attached hereto, setting forth certain risks associated with Executive’s acquisition of the Executive Units. (d) Upon Executive’s receipt of Executive Units, Executive will execute and deliver to the Partnership a joinder agreement to the Partnership Agreement in the form of Exhibit B attached hereto.
Appears in 1 contract
Issuance of Executive Units. (a) Upon the closing of the transactions contemplated in the Contribution Agreement the Partnership will issue 8,756 678,623 Common Units to the Trust and 142,000 426,000 Management Units to Executive, in consideration of the contributions set forth in the Contribution Agreement and Executive’s continued performance as an employee of the Partnership or one or more Subsidiaries or Affiliates of the Partnership. The Management Units acquired pursuant to this Section 1(a) shall be subject to the vesting schedule set forth in Section 2 below.
(b) In connection with the acquisition of the Executive Units hereunder, Executive represents and warrants to the Partnership:
(i) The Executive Units to be acquired by Executive and the Trust pursuant to this Agreement will be acquired for Executive’s own account 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 Executive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer of the Partnership or a Subsidiary or Affiliate thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Units.
(iii) Executive is and the Trust are able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Units and has had full access to such other information concerning the Partnership as he, she or it has requested.
(v) Executive has received and read a copy of the Partnership Agreement. This Agreement, the Partnership Agreement, the Contribution Agreement and each of the other agreements contemplated hereby and thereby constitute the legal, valid and binding obligation of Executive, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement, the Partnership Agreement, the Contribution Agreement and the other agreements contemplated hereby and thereby by Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject or create any conflict of interest with the Partnership, any Affiliate thereof, or its or their present or former customers.
(vi) Executive is a resident of the State Commonwealth of New JerseyPennsylvania and the Trust is established under the laws of the Commonwealth of Pennsylvania.
(c) As an inducement to the Partnership to issue the Executive Common Units to the Trust and the Management Units to Executive, and as a condition thereto, Executive acknowledges and agrees the Trust acknowledge and agree that:
(i) neither the issuance of the Executive Units to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Partnership and its Subsidiaries or Affiliates or affect the right of the Partnership to terminate Executive’s employment at any time; and;
(ii) Executive each has read and understands Exhibit A attached hereto, setting forth certain risks associated with Executive’s acquisition of the Executive Units.; and
(diii) Upon Executive’s receipt of Executive Units, Executive will execute and deliver to the Partnership a joinder agreement to Trustees shall not amend the Partnership Trust Agreement in the form of Exhibit B attached hereto.a manner that requires any court approval for any party to exercise its rights under this Agreement or in
Appears in 1 contract
Issuance of Executive Units. (a) Upon the closing of the transactions contemplated in the Contribution Agreement the Partnership will issue 8,756 11,263 Common Units and 142,000 136,200 Management Units to Executive, in consideration of the contributions set forth in the Contribution Agreement and Executive’s continued performance as an employee of the Partnership or one or more Subsidiaries or Affiliates of the Partnership. The Management Units acquired pursuant to this Section 1(a) shall be subject to the vesting schedule set forth in Section 2 below.
(b) In connection with the acquisition of the Executive Units hereunder, Executive represents and warrants to the Partnership:
(i) The Executive Units to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account 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 Executive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer of the Partnership or a Subsidiary or Affiliate thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Units.
(iii) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Units and has had full access to such other information concerning the Partnership as he, she or it has requested.
(v) Executive has received and read a copy of the Partnership Agreement. This Agreement, the Partnership Agreement, the Contribution Agreement and each of the other agreements contemplated hereby and thereby constitute the legal, valid and binding obligation of Executive, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement, the Partnership Agreement, the Contribution Agreement and the other agreements contemplated hereby and thereby by Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject or create any conflict of interest with the Partnership, any Affiliate thereof, or its or their present or former customers.
(vi) Executive is a resident of the State of New Jersey.
(c) As an inducement to the Partnership to issue the Executive Units to Executive, and as a condition thereto, Executive acknowledges and agrees that:
(i) neither the issuance of the Executive Units to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Partnership and its Subsidiaries or Affiliates or affect the right of the Partnership to terminate Executive’s employment at any time; and
(ii) Executive has read and understands Exhibit A attached hereto, setting forth certain risks associated with Executive’s acquisition of the Executive Units.
(d) Upon Executive’s receipt of Executive Units, Executive will execute and deliver to the Partnership a joinder agreement to the Partnership Agreement in the form of Exhibit B attached hereto.
Appears in 1 contract
Issuance of Executive Units. (a) Upon the closing of the transactions contemplated in the Contribution Agreement the Partnership will issue 8,756 122,590 Common Units and 142,000 284,000 Management Units to Executive, in consideration of the contributions set forth in the Contribution Agreement and Executive’s continued performance as an employee of the Partnership or one or more Subsidiaries or Affiliates of the Partnership. The Management Units acquired pursuant to this Section 1(a) shall be subject to the vesting schedule set forth in Section 2 below.
(b) In connection with the acquisition of the Executive Units hereunder, Executive represents and warrants to the Partnership:
(i) The Executive Units to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account 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 Executive Units will not be disposed of in contravention of the Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer of the Partnership or a Subsidiary or Affiliate thereof, is sophisticated in financial matters and is able to evaluate the risks and benefits of decisions respecting the investment in the Executive Units.
(iii) Executive is able to bear the economic risk of his investment in the Executive Units for an indefinite period of time because the Executive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.
(iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Executive Units and has had full access to such other information concerning the Partnership as he, she or it has requested.
(v) Executive has received and read a copy of the Partnership Agreement. This Agreement, the Partnership Agreement, the Contribution Agreement and each of the other agreements contemplated hereby and thereby constitute the legal, valid and binding obligation of Executive, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement, the Partnership Agreement, the Contribution Agreement and the other agreements contemplated hereby and thereby by Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject or create any conflict of interest with the Partnership, any Affiliate thereof, or its or their present or former customers.
(vi) Executive is a resident of the State Commonwealth of New JerseyPennsylvania.
(c) As an inducement to the Partnership to issue the Executive Units to Executive, and as a condition thereto, Executive acknowledges and agrees that:
(i) neither the issuance of the Executive Units to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Partnership and its Subsidiaries or Affiliates or affect the right of the Partnership to terminate Executive’s employment at any time; and
(ii) Executive has read and understands Exhibit A attached hereto, setting forth certain risks associated with Executive’s acquisition of the Executive Units.
(d) Upon Executive’s receipt of Executive Units, Executive will execute and deliver to the Partnership a joinder agreement to the Partnership Agreement in the form of Exhibit B attached hereto.
Appears in 1 contract
