Common use of Management Stockholder’s Representations, Warranties and Agreements Clause in Contracts

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:

Appears in 2 contracts

Samples: Employment Agreement (Energy Future Holdings Corp /TX/), Employment Agreement (Energy Future Holdings Corp /TX/)

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Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he or she 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 of the 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 (the “Option Stock”) or any of the shares of Common Stock issuable upon vesting of the Restricted Stock Units (the “RSU Stock”; together with all Purchased Shares, Deferred the Option 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 The Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless:

Appears in 1 contract

Samples: Management Stockholder’s Agreement (US Foods Holding Corp.)

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, shares of Restricted Stock and, at the Purchased Sharestime of exercise, 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 collectively, with all Purchased SharesStock, Deferred Restricted Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, “Stock”; it being understood that for purposes of Sections 5 and 6 only vested shares of Restricted Stock shall be deemed to be “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:

Appears in 1 contract

Samples: Management Stockholder’s Agreement (DGC Properties of Kentucky, LLC)

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, Rollover Stock and, at the Purchased Sharestime of exercise, 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 SharesStock, Deferred Rollover 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:

Appears in 1 contract

Samples: Management Stockholder’s Agreement (DG Retail, LLC)

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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 (x) Purchased SharesStock, the Common Stock issuable upon settlement of the Deferred Stock Units (y) Deferred Stock, and (z) or at the time of exercise, Common Stock issuable upon exercise of Options (“Option Stock”; together with all Purchased SharesStock, Deferred Stock 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:

Appears in 1 contract

Samples: S Agreement (Energy Future Holdings Corp /TX/)

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 (x) Purchased Stock, (y) Rollover Stock, and (z) at the Purchased Sharestime of exercise, 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 SharesStock, Deferred Stock Rollover 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:

Appears in 1 contract

Samples: S Agreement (Energy Future Holdings Corp /TX/)

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