Transfer Restrictions and Investment Representation Clause Example with 30 Variations from Business Contracts
This page contains Transfer Restrictions and Investment Representation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award may not be transferred by the Holder other than by will or the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoi...ng sentence, the Award and the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of the Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.View More
Variations of a "Transfer Restrictions and Investment Representation" Clause from Business Contracts
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The During the Restriction Period, the Shares subject to the Award and not then vested may not be transferred by the Holder other than by will or the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in ea...ch case, without consideration. Except to the extent permitted by the foregoing sentence, the Award and the Award Units may not be offered, sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) by the Holder or be subject to execution, attachment, attachment or similar process. Upon any process other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder such shares shall immediately become be null and void. 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) (i) is true and correct as of the date of vesting of any shares of Common Stock Shares hereunder or (y) (ii) is true and correct as of the date of any sale of any such share, Share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock Shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. 5.3. Legends. The Holder understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED SHARE AGREEMENT ENTERED INTO 3 BETWEEN THE REGISTERED OWNER AND CAMBIUM NETWORKS CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICES OF, AND WILL BE MADE AVAILABLE FOR A PROPER PURPOSE BY, THE CORPORATE SECRETARY OF CAMBIUM NETWORKS CORPORATION. 5.4. Stop-Transfer Notices. The Holder agrees that in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 5.5. Refusal to Transfer. The Company shall not be required (a) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. View More
Transfer Restrictions and Investment Representation. 5.1. 4.1. Nontransferability of Award. The During the Restriction Period, the Award may (and the underlying Common Shares subject to the Award) shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution o...r pursuant to a qualified domestic relations order, in each case, without consideration. beneficiary designation procedures approved by the Company. Except to the extent as permitted by the foregoing sentence, during the Restriction Period, neither the Award and nor the Common Shares subject to the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of 2 law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. All transfer restrictions provided for in this Section 4.1, shall lapse as of the Vesting Date. 4.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired pursuant upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 3.1. Nontransferability of Award. Option. The Award Option may not be transferred by the Holder other than by will or the laws of descent and distribution, distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in each case, without consideration. Company. ...Except to the extent permitted by the foregoing sentence, (i) during Holder's lifetime the Award Option is exercisable only by Holder or Holder's legal representative, guardian or similar person and (ii) the Award Units Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award or Option, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units Option and all rights hereunder shall immediately become null and void. 5.2. 3.2. Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Common Stock acquired purchased upon the vesting exercise of the Award Units Option will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the Option, Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. benefic...iary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. Notwithstanding the foregoing, with respect to any Purchased Shares issued or delivered to the Participant, the transferability terms of the award under Section A.2 of the Award Notice shall govern. 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares Common Share acquired pursuant to this Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 6.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. be...neficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation 6 of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. All transfer restrictions provided for in this Section 6.1, shall lapse when the Common Shares are issued or delivered to the Holder. 6.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 6.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. be...neficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding 9 sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. All transfer restrictions provided for in this Section 6.1, shall lapse when the Common Shares are issued or delivered to the Holder. 6.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 6.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. be...neficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. All transfer restrictions provided for in this Section 6.1, shall lapse when the Common Shares are issued or delivered to the Holder. 7 6.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. benefic...iary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. All transfer restrictions provided for in this Section 6.1, shall lapse when the Common Shares are issued or delivered to the Holder. 5.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 6.1. Nontransferability of Award. The Award may shall not be transferred by the Holder transferable other than by will or will, the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder distribution or pursuant to a qualified domestic relations order, in each case, without consideration. be...neficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing sentence, the Award and may be exercised or settled during the Holder's lifetime only by the Holder or the Holder's legal representative or similar person. Except as permitted by the second preceding sentence, the Award Units may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award, such Award or the Award Units in violation of this Agreement or the Plan, the Award and the Award Units and all rights hereunder shall immediately become null and void. 5.2. All transfer restrictions provided for in this Section 6.1, shall lapse when the Common Shares are issued or delivered to the Holder. 6.2. Investment Representation. The Holder hereby represents and covenants that (a) any share sale of any Common Stock Share acquired upon the vesting of the Award Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; laws and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board Committee shall in its sole discretion deem necessary or advisable. View More
Transfer Restrictions and Investment Representation. 5.1. 4.1. Nontransferability of Award. SAR. The Award SAR may not be transferred by the Holder other than by will or the laws of descent and distribution, distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, or a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in each case, without consideration. Company. Except... to the extent permitted by the foregoing sentence, (i) during Holder's lifetime the Award SAR is exercisable only by Holder or Holder's legal representative, guardian or similar person and (ii) the Award Units SAR may not be sold, transferred, assigned, pledged, hypothecated, encumbered, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber, encumber or otherwise dispose of the Award or SAR, the Award Units in violation of this Agreement or the Plan, the Award and the Award Units SAR and all rights hereunder shall immediately become null and void. 5.2. 4.2. Investment Representation. The Holder hereby represents and covenants that (a) any share shares of Common Stock acquired received upon the vesting exercise of the Award Units SAR will be acquired purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), unless such acquisition purchase has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting any purchase of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, shares, as applicable. As a further condition precedent to any exercise of the delivery to the Holder of any shares of Common Stock subject to the Award, the SAR, Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Plan Administrator shall in its sole discretion deem necessary or advisable. View More
