Understanding of the Nature of the Management Units. Grantee understands and agrees that: (a) The Management Units will not be registered under the Securities Act, or any applicable state securities laws; (b) If the Management Units are not so registered, the Management Units will be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; (c) Grantee may not Transfer the Management Units except as permitted under the Company LLC Agreement; (d) Only the Company can register the Management Units under the Securities Act and applicable state securities laws, but it is not anticipated that the Management Units will be registered in any event; (e) The Company has not made any representations to Grantee that the Company will register the Management Units under the Securities Act or any applicable state securities laws, or with respect to compliance with any exemption therefrom; (f) Grantee is aware of the conditions restricting the Transfer of the Management Units under the Company LLC Agreement, the Securities Act and applicable state securities laws; and (g) The Company may, from time to time, make stop transfer notations in its transfer record to ensure compliance with the Securities Act and any applicable state securities laws, and any additional restrictions imposed by state securities administrators.
Appears in 8 contracts
Samples: Management Unit Award Agreement (Endeavor Group Holdings, Inc.), Management Unit Award Agreement (Endeavor Group Holdings, Inc.), Management Unit Award Agreement (Endeavor Group Holdings, Inc.)