Common use of Securities Representations Clause in Contracts

Securities Representations. The Performance Stock Units are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 15.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 15. 15.2 If the Participant is deemed an affiliate within the meaning of Rule 144, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 10.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s 's representations set forth in this Section 1510. 15.2 10.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares issued hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer prospectus”). 15.3 10.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Shares, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The Performance shares of Restricted Stock Units are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 15.1 (a) The Participant has been advised that the Participant he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933 Act, and in this connection the Company is relying in part on the Participant’s his or her representations set forth in this Section 15section. 15.2 (b) If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Act, the Shares shares of Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the SharesStock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, ; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 10.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 15Section10. 15.2 10.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares issued hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer prospectus”). 15.3 10.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Shares, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 (a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 1511. 15.2 (b) If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares Units issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares such Units and the Company is under no obligation to register the Shares such Units (or to file a “re-offer prospectus”). 15.3 (c) If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will shall not be available unless (iA) a public trading market then exists for the SharesUnits, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares Units issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 10.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 1510. 15.2 10.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares issued hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer prospectus”). 15.3 10.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Shares, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 12.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 1512. 15.2 12.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer prospectus”). 15.3 12.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that that: (i) the exemption from registration under Rule 144 will not be available unless unless: (iA) a public trading market then exists for the Shares, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The Performance Stock Units RSUs are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 15.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Act and in this connection connection, the Company is relying in part on the Participant’s representations set forth in this Section 15. 15.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the 1933 Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares Shares, and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the 1933 Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information 42593.1 concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 : The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 15. 15.2 10. If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares shares of Stock issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares such shares of Stock and the Company is under no obligation to register the Shares such shares of Stock (or to file a “re-offer prospectus”). 15.3 . If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the SharesStock of the Company, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares shares of Stock issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.

Securities Representations. The Performance Stock Units RSUs are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that: 15.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 15. 15.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the 1933 Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”). 15.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the 1933 Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The Performance Restricted Stock Units are is being issued to the Participant Executive and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the ParticipantExecutive. The Participant Executive acknowledges, represents and warrants that: 15.1 The Participant Executive has been advised that the Participant Executive may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the ParticipantExecutive’s representations set forth in this Section 15. 15.2 If the Participant Executive is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the Shares shares and the Company is under no obligation to register the Shares shares (or to file a “re-offer prospectus”). 15.3 If the Participant Executive is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant Executive understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the SharesCommon Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with, ; and that any sale of the Shares shares may be made only in limited amounts in accordance with such terms and conditions.

Securities Representations. The Performance Stock Units are being issued to the Participant and this This Agreement is being made entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that: 15.1 11.1 The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the 1933 Act, Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 1511. 15.2 11.2 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the such Shares and the Company is under no obligation to register the such Shares (or to file a “re-offer prospectus”). 15.3 11.3 If the Participant is deemed an affiliate within the meaning of Rule 144144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (iA) a public trading market then exists for the Shares, (iiB) adequate information concerning the Company is then available to the public, and (iiiC) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and that (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with such the terms and conditionsconditions of Rule 144 or any exemption therefrom.