Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws.
Appears in 66 contracts
Samples: Letter Agreement (INPHI Corp), Letter Agreement (INPHI Corp), Alnylam Pharmaceuticals, Inc.
Representation and Agreement. Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 of the Equity Definitionsthereof), the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws.
Appears in 7 contracts
Samples: Letter Agreement (Cowen Group, Inc.), Letter Agreement (Cowen Group, Inc.), Unisys Corp
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s status as issuer of the Shares under applicable securities laws.
Appears in 7 contracts
Representation and Agreement. Notwithstanding Section 9.11 of the Equity DefinitionsDefinitions shall apply; provided, however, that, the parties acknowledge that any Shares delivered to Counterparty shall may be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws.
Appears in 6 contracts
Samples: Newmont Mining Corp /De/, Newmont Mining Corp /De/, Newmont Mining Corp /De/
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities lawslaws and Parent’s Articles of Amendment and Restatement, as amended from time to time (the “Charter”).
Appears in 4 contracts
Samples: Letter Agreement (Kilroy Realty Corp), Strategic Hotels & Resorts, Inc, Kilroy Realty Corp
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s 's status as issuer of the Shares under applicable securities laws.
Appears in 3 contracts
Samples: Sonosite Inc, Chemed Corp, Chemed Corp
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, will be subject to restrictions and limitations arising from Counterparty or its affiliates or out of Counterparty’s 's status as issuer of the Shares under applicable securities laws. For the avoidance of doubt, Section 9.12 of the Definitions will not apply to any Shares delivered to Counterparty.
Appears in 3 contracts
Samples: Associated Estates Realty Corp, Associated Estates Realty Corp, Associated Estates Realty Corp
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from CounterpartyParent’s status as issuer of the Shares under applicable securities laws.
Appears in 3 contracts
Samples: Spansion Inc., Spansion Inc., Spansion Inc.
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities lawslaws and Counterparty’s Articles of Amendment and Restatement, as amended from time to time (the “Charter”).
Appears in 2 contracts
Samples: Macerich Co, Macerich Co
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws.. Failure to Deliver: Applicable
Appears in 2 contracts
Samples: Letter Agreement (Group 1 Automotive Inc), Letter Agreement (Group 1 Automotive Inc)
Representation and Agreement. Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities lawslaws and Parent’s Articles of Amendment and Restatement, as amended from time to time (the “Charter").
Appears in 1 contract
Samples: First Potomac Realty Trust