Section 2.2 Shares Subject to Plan and Management Stockholders Agreement. The Awardee acknowledges that this Award and the shares of Common Stock delivered to the Awardee pursuant to the Award are subject to the terms of the Plan and the Management Stockholders Agreement. In the event of a conflict between the terms of this Agreement and the Plan or the Management Stockholders Agreement, the terms of the Plan or Management Stockholders Agreement, as applicable, will control.
Section 2.3 Construction. This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware, disregarding choice-of-law principles of the law of any state that would require the application of the laws of a jurisdiction other than such state.
Section 2.4 Taxes. The Awardee acknowledges and agrees that the Awardee has relied upon the advice of the Awardees own tax advisors in connection with the transactions contemplated by this Agreement and that the Awardee makes no representation or warranty as to the tax treatment of the Award. The Awardee acknowledges that the Awardee is responsible for all taxes associated with the Awardees receipt of the Award and any shares or other consideration delivered in settlement hereof.
Section 2.5 No Transfers. The Awardee agrees not to sell or otherwise transfer any equity securities of the Company except in accordance with the terms of the Management Stockholders Agreement.
Section 2.6 No Registration. The Awardee understands and agrees that the Shares are being acquired by the Awardee in a transaction not involving any public offering within the meaning of the Securities Act, in reliance on an exemption therefrom. The Awardee understands that the Shares have not been, and will not be, approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to the Awardee by the Company. No federal or state governmental agency has passed on or made any recommendation or endorsement of the Awardee or an investment in the Company.
Section 2.7 Limitations on Disposition and Resale. The Awardee understands and acknowledges that the shares of Common Stock have not been and will not be registered under the Securities Act, or the securities laws of any state and, unless the shares of Common Stock are so registered, they may not be offered, sold, transferred or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. The Awardee recognizes that there will not be any public trading market for the shares of Common Stock, and, as a result, the Awardee may be unable to sell or dispose of his or her interest in the Company.
Whenever the following terms are used in this Agreement (including the Grant Notice), they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.
Section 3.1 Award. Award shall mean the Award of Shares granted under this Agreement that is intended to constitute an Other Award for purposes of the Plan.