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: Call Option Transaction (Alnylam Pharmaceuticals, Inc.), Call Option Transaction (Radius Global Infrastructure, Inc.), Call Option Transaction (INPHI Corp)
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: Call Option Transaction (Unisys Corp), Call Option Transaction (Unisys Corp), Base Call Option Transaction (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
Samples: Confirmation (DDR Corp), Confirmation (DDR Corp), Confirmation (DDR Corp)
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: Call Option Transaction (Newmont Mining Corp /De/), Call Option Transaction (Newmont Mining Corp /De/), Call Option Transaction (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: Additional Call Option Transaction (Kilroy Realty Corp), Base Call Option Transaction (Kilroy Realty Corp), Call Option Transaction (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: Call Option Transaction (Sonosite Inc), Call Option Transaction (Chemed Corp), Call Option Transaction (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, subject to restrictions and limitations arising from CounterpartyParent’s status as issuer of the Shares under applicable securities laws.
Appears in 3 contracts
Samples: Base Call Option Transaction (Spansion Inc.), Base Call Option Transaction (Spansion Inc.), Base Call Option Transaction (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: Call Option Transaction (Macerich Co), Call Option Transaction (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: Call Option Transaction (Group 1 Automotive Inc), Base Call Option Transaction (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: Call Option Transaction (First Potomac Realty Trust)
