Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock and, at the time of exercise, Common Stock issuable upon exercise of Options (“Option Stock”; together with all Purchased Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), except as otherwise provided for in this Section 2(a) below and Section 3 hereof. If the Management Stockholder is an Affiliate of the Company, the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless:
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Purchase Stock, Retained Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (the "Option Stock" and collectively with Retained Stock and Purchase Stock, the "Stock") unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted by the Board of Directors of the Company) of the Company (an "Affiliate"), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the "Act"), and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 4, 5 or 6 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the "Management Stockholder's Estate") or a transfer to the executors, administrators, testamentary trustees, legatees or benefic...
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock or Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:
Management Stockholder’s Representations, Warranties and Agreements. (a) In addition to agreeing to and acknowledging the restrictions on transfer of the Stock (as defined in Section 3(a) hereof) set forth in Section 3 hereof, if the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of the Purchased Shares, the Common Stock issuable upon settlement of the Deferred Stock Units (“Deferred Stock”) or the Common Stock issuable upon exercise of Options (“Option Stock”; together with all Purchased Shares, Deferred Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”), except as provided in this Section 2(a) below and Section 3 hereof. If the Management Stockholder is an Affiliate of the Company, the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless:
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Existing Purchased Stock and the Purchased Stock and, at the time of exercise, any shares of the Common Stock issued upon exercise of the Existing Option (the "Existing Option Stock" and, together with the Existing Purchased Stock the "Existing Stock") or the New Options (the "New Option Stock" and, together with the Purchased Stock, the "New Stock" and the Existing Stock together with the New Stock and any other shares of Common Stock otherwise acquired and/or held by the Management Stockholder Entities, the "Stock"), except as otherwise provided for herein. The Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:
Management Stockholder’s Representations, Warranties and Agreements. (a) The certificate (or certificates) representing the Option Stock shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER’S AGREEMENT DATED AS OF APRIL 17, 2009 BETWEEN CBAYSYSTEMS HOLDINGS LIMITED (THE “COMPANY”) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder acknowledges that he or she has been advised that (i) the shares of the Purchased Stock and the Common Stock to be issued upon exercise of any Options (“Option Stock” and, together with the Purchased Stock, the “Stock”) are characterized as “restricted securities” under the Act inasmuch as they are being acquired from the Company in a transaction not involving a Public Offering and that the Stock may be resold without registration under the Act only in certain limited circumstances, (ii) a restrictive legend in the form heretofore set forth shall be placed on the certificates (if any) representing the Stock and (iii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with respect to the Stock.
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a "transfer") any shares of the Common Stock unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an "affiliate" (as defined under Rule 405 of the rules and regulations promulgated under the Act (defined below) (an "Affiliate")) and as interpreted by the board of directors of the Company
Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, except to the extent necessary in connection with any loan to the Management Stockholder to purchases of the Purchased Stock, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (except, if applicable, in favor of CIBC, INC. pursuant to that certain Pledge Agreement entered into by the Management Stockholder and the CIBC, INC. dated as of [DATE], 2003 in respect of the Promissory Note executed by the Management Stockholder in favor of CIBC, INC. dated [DATE], 2003) (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock and, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:
