Executive Stock Sample Clauses
Executive Stock. (a) Subject to the restrictions, terms and conditions of this Agreement, the Company hereby issues to Executive 20.94666 shares of validly issued Class B Common Stock (the “Executive Stock”); provided, that the Company shall retain 7.49392 shares of the Executive Stock in satisfaction of statutorily required withholding obligations pursuant to U.S. law, with the resulting net grant of Executive Stock hereunder being 13.45274 shares of the Executive Stock.
(b) Within 30 days of the execution of this Agreement, Executive will make an effective election with the United States Internal Revenue Service under Section 83(b) of the Code and the regulations promulgated thereunder in the form of Annex A attached hereto, and Executive shall pay, or make arrangements satisfactory to the Company to pay, to the Company or any of its Subsidiaries upon such election, any federal, state or local taxes required to be withheld with respect to the Executive Stock.
(c) In connection with the issuance of the Executive Stock by the Company hereunder and the purchase thereof by Executive, Executive represents and warrants to the Company that:
(i) the Executive Stock to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Stock will not be disposed of in contravention of the Securities Act or any applicable state securities laws;
(ii) Executive is an executive officer of the Company and/or its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Stock;
(iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available;
(iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested;
(v) this Agreement and each of the other agreements contemplated hereby constitute the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and th...
Executive Stock. The definition of "Executive Stock" in Section 16 of the Agreement is amended by striking clause (i) thereof ("the Common Stock issued to the Executive pursuant to the Executive Agreement") and replacing said clause (i) with the following:
(i) shares of Common Stock issued to an officer, employee and/or director of the Company and/or ▇▇▇▇▇▇'▇, Inc. which, pursuant to the agreement under which they are issued, are "unvested" (as defined in such agreement), and . . ."
Executive Stock. All Stockholder Shares repurchased by the Corporation pursuant to the Restricted Stock Purchase Agreements, the Options or otherwise shall be available for reissue to executive employees of the Corporation and its subsidiaries as approved by the Board, and such reissued shares shall be subject to the terms of this Agreement.