Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Executive Stock, each Executive represents and warrants as follows: (i) Executive Stock shall not be disposed of in contravention of applicable securities laws. (ii) Such Executive is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock. (iii) Such Executive is able to bear the economic risk of such Executive’s investment in Executive Stock acquired hereunder for an indefinite period of time and acknowledges that the Executive Stock may not be sold in contravention of applicable securities laws. (iv) This Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Executive is a party or any judgment, order or decree to which such Executive is subject. (v) Any such Executive (or a Family Member of such Electing Executive) is the beneficial owner of all of the Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares of the Company being converted hereunder free and clear of all liens, encumbrances, charges, security interests, or restrictions on transfer and, as applicable, such Electing Executive has received for the benefit of the Company an agreement of such Family Member to the conversion of such Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares as herein provided and the agreement of such Family Member to be bound by this Agreement. (b) As an inducement to the Company to enter into this Agreement, and as a condition thereto, each such Executive acknowledges and agrees that: (i) neither the issuance of the Executive Stock to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of, or to serve as an officer or director to, the Group Companies or affect the right of the Company to terminate such Executive’s employment or service as an officer, or director at any time; (ii) this Agreement and the Management Equity Plan shall not form part of any contract of employment or contract for services between the Company or any Subsidiary and each Executive; (iii) the benefit to each Executive of participation in this Agreement and the Management Equity Plan shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable; (iv) if an Executive ceases to be employed by the Company or any Subsidiary, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under this Agreement and the Management Equity Plan whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise; and (v) the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of such Executive’s employment with the Company and its Subsidiaries, the transfer of Executive Stock, the conversion of a Convertible Share granted hereunder or as otherwise provided hereunder.
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Samples: Management Equity Agreement (Smurfit Kappa Acquisitions)
Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Executive Stock, each Executive represents and warrants as follows:
(i) Executive Stock being acquired by such Executive pursuant to this Agreement shall not be disposed of in contravention of applicable securities laws.
(ii) Such Executive is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock.
(iii) Such Executive is able to bear the economic risk of such Executive’s 's investment in Executive Stock acquired hereunder for an indefinite period of time and acknowledges that the Executive Stock may not be sold in contravention of applicable securities laws.
(iv) This Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Executive is a party or any judgment, order or decree to which such Executive is subject.
(v) Any such Executive (or a Family Member of such Electing Executive) is the beneficial owner of all of the Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares of the Company being converted hereunder free and clear of all liens, encumbrances, charges, security interests, or restrictions on transfer and, as applicable, such Electing Executive has received for the benefit of the Company an agreement of such Family Member to the conversion of such Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares as herein provided and the agreement of such Family Member to be bound by this Agreement.
(b) As an inducement to the Company to enter into this Agreementissue Executive Stock hereunder to each Executive, and as a condition thereto, each such Executive acknowledges and agrees that:
(i) neither the issuance of the Executive Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of, or to serve as an officer or director to, the Group Companies or affect the right of the Company to terminate such Executive’s 's employment or service as an officer, or director at any time;
(ii) this Agreement and the Management Equity Plan shall not form part of any contract of employment or contract for services between the Company or any Subsidiary and each Executive;
(iii) the benefit to each Executive of participation in this Agreement and the Management Equity Plan shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable;
(iv) if an Executive ceases to be employed by the Company or any Subsidiary, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under this Agreement and the Management Equity Plan whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise; and
(v) the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of such Executive’s 's employment with the Company and its Subsidiaries, the transfer of Executive StockStock pursuant to paragraphs 4, 5, or 8 hereto, the conversion of a Convertible Share granted hereunder or as otherwise provided hereunder.
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Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Executive Stock, each Executive represents and warrants as follows:
(i) Executive Stock previously acquired by, or being acquired by such Executive pursuant to this Agreement, shall not be disposed of in contravention of applicable securities laws.
(ii) Such Executive is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock.
(iii) Such Executive is able to bear the economic risk of such Executive’s investment in Executive Stock acquired hereunder for an indefinite period of time and acknowledges that the Executive Stock may not be sold in contravention of applicable securities laws.
(iv) This Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Executive is a party or any judgment, order or decree to which such Executive is subject.
(v) Any such Electing Executive (or a Family Member of such Electing Executive) is the beneficial owner of all of the Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G C Convertible Shares of the Company being converted hereunder free and clear of all liens, encumbrances, charges, security interests, or restrictions on transfer and, as applicable, such Electing Executive has received for the benefit of the Company an agreement of such Family Member to the conversion of such Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G C Convertible Shares as herein provided and the agreement of such Family Member to be bound by this Agreement.
(b) As an inducement to the Company to issue Executive Stock hereunder to each Electing Executive and to each Executive to enter into this Agreement, and as a condition thereto, each such Executive acknowledges and agrees that:
(i) neither the issuance of the Executive Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of, or to serve as an officer or director to, the Group Companies or affect the right of the Company to terminate such Executive’s employment or service as an officer, or director at any time;
(ii) this Agreement and the Management Equity Plan shall not form part of any contract of employment or contract for services between the Company or any Subsidiary and each Executive;
(iii) the benefit to each Executive of participation in this Agreement and the Management Equity Plan shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable;
(iv) if an Executive ceases to be employed by the Company or any Subsidiary, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under this Agreement and the Management Equity Plan whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise; and;
(v) the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of such Executive’s employment with the Company and its Subsidiaries, the transfer of Executive StockStock pursuant to paragraphs 4, 5, or 8 hereto, the conversion of a Convertible Share granted hereunder or as otherwise provided hereunder;
(vi) in the case of an Executive that is a Non-Electing Executive, the value of the Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares, respectively, may be greater, either now or at any time in the future, than the value of the Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares owned by such Non-Electing Executive, such Non-Electing Executive has conducted his or her own independent evaluation and made his or her own analysis as such Non-Electing Executive has deemed necessary, prudent or advisable in order for such Non-Electing Executive to elect not to complete the exchange referred to in paragraph 1 hereof, such Non-Electing Executive is entering into this Agreement without reliance upon any oral or written representations and warranties of any kind or nature by the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors, partners or employees, and that such Non-Electing Executive has not relied upon any statement of the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors, partners or employees regarding the value of the various classes of Convertible Shares and that no representation or warranty has been or is being made by the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors, partners and employees regarding the value of the various classes of Convertible Shares; and
(vii) in the case of an Executive that is an Electing Executive, the value of the Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares, respectively, may be less, either now or at any time in the future, than the value of the Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares owned by such Electing Executive prior to the exchange completed pursuant to paragraph 1 hereof, that such Electing Executive has conducted his or her own independent evaluation and made his or her own analysis as such Electing Executive has deemed necessary, prudent or advisable in order for such Electing Executive to elect to complete the exchange referred to in paragraph 1 hereof, that such Electing Executive is entering into this Agreement without reliance upon any oral or written representations and warranties of any kind or nature by the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors, partners or employees, and that such Electing Executive has not relied upon any statement of the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors, partners or employees regarding the value of the various classes of Convertible Shares and that no representation or warranty has been or is being made by the Company or any of its Subsidiaries or Affiliates or any of their respective officers, directors, partners and employees regarding the value of the various classes of Convertible Shares.
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Representations and Warranties; Acknowledgments. (a) In connection with the purchase and sale of Executive Stock, each Executive represents and warrants as follows:
(i) Executive Stock being acquired by such Executive pursuant to this Agreement shall not be disposed of in contravention of applicable securities laws.
(ii) Such Executive is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock.
(iii) Such Executive is able to bear the economic risk of such Executive’s 's investment in Executive Stock acquired hereunder for an indefinite period of time and acknowledges that the Executive Stock may not be sold in contravention of applicable securities laws.
(iv) This Agreement constitutes the legal, valid and binding obligation of such Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by such Executive do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Executive is a party or any judgment, order or decree to which such Executive is subject.
(v) Any such Executive (or a Family Member of such Electing Executive) is the beneficial owner of all of the Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares of the Company being converted hereunder free and clear of all liens, encumbrances, charges, security interests, or restrictions on transfer and, as applicable, such Electing Executive has received for the benefit of the Company an agreement of such Family Member to the conversion of such Class A Convertible Shares, Class B Convertible Shares, Class C Convertible Shares, Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares as herein provided and the agreement of such Family Member to be bound by this Agreement.
(b) As an inducement to the Company to enter into this Agreementissue Executive Stock hereunder to each Executive, and as a condition thereto, each such Executive acknowledges and agrees that:
(i) neither the issuance of the Executive Stock hereunder to such Executive nor any provision contained herein shall entitle such Executive to remain in the employment of, or to serve as an officer or director to, the Group Companies or affect the right of the Company to terminate such Executive’s 's employment or service as an officer, or director at any time;
(ii) this Agreement and the Management Equity Plan shall not form part of any contract of employment or contract for services between the Company or any Subsidiary and each Executive;
(iii) the benefit to each Executive of participation in this Agreement and the Management Equity Plan shall not form any part of his remuneration or count as his remuneration for any purpose and shall not be pensionable;
(iv) if an Executive ceases to be employed by the Company or any Subsidiary, he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under this Agreement and the Management Equity Plan whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise; and
(v) the Company shall have no duty or obligation to disclose to such Executive, and such Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of such Executive’s 's employment with the Company and its Subsidiaries, the transfer of Executive StockStock pursuant to PARAGRAPHS 4, 5, or 8 hereto, the conversion of a Convertible Share granted hereunder or as otherwise provided hereunder.
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