Common use of Investment Representations; Registration Clause in Contracts

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Ltip Inducement Unit Award Agreement (Macerich Co), Sign on Ltip Inducement Unit Award Agreement (Macerich Co)

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Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On Award LTIP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which Sign-On Award LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Term Performance Plan Ltip Unit Award Agreement (Vornado Realty Lp), Term Performance Plan Ltip Unit Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On LTIP Units may be converted shall not occur during the "blackout periods" forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Award Agreement (Macerich Co), Incentive Plan Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On 2024 LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On 2024 LTIP UnitsUnits (SB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On 2024 LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Inducement Unit Award Agreement (Macerich Co), Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On 2024 LTIP Units (PB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On 2024 LTIP UnitsUnits (PB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On 2024 LTIP Units (PB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Inducement Unit Award Agreement (Macerich Co), Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On LTIP 2021 OPP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On LTIP 2021 OPP Units. The Grantee agrees that any resale of the shares of Common Stock Shares received upon the exchange of Units into which Sign-On LTIP 2021 OPP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider xxxxxxx xxxxxxx policyxxxxxx. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 2 contracts

Samples: Vornado Realty Trust (Vornado Realty Lp), Award Agreement (Vornado Realty Lp)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign2014-On 2 LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign2014-On 2 LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign2014-On 2 LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Units Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign2010-On 2 LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign2010-On 2 LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign2010-On 2 LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [2018] LTIP Units (PB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [2018] LTIP UnitsUnits (PB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [2018] LTIP Units (PB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider xxxxxxx xxxxxxx policyxxxxxx. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx ixxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Incentive Plan Award Agreement (Medical Properties Trust Inc)

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Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On 2021 LTIP Units (PB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On 2021 LTIP UnitsUnits (PB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On 2021 LTIP Units (PB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [ ] LTIP Units (SB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [ ] LTIP UnitsUnits (SB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [ ] LTIP Units (SB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [2013] LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [2013] LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [2013] LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [ ]-2 LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [ ]-2 LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [ ]-2 LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [ ] LTIP Units (PB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [ ] LTIP UnitsUnits (PB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [ ] LTIP Units (PB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [ ] LTIP Units (PB) or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [ ] LTIP UnitsUnits (PB). The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [ ] LTIP Units (PB) may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider xxxxxxx xxxxxxx policyxxxxxx. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Ltip Unit Award Agreement (Macerich Co)

Investment Representations; Registration. The Grantee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Partnership will have no obligation to register under the Securities Act any Sign-On [ ] LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of Sign-On [ ] LTIP Units. The Grantee agrees that any resale of the shares of Common Stock received upon the exchange of Units into which Sign-On [ ] LTIP Units may be converted shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or xxxxxxx xxxxxxx policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).

Appears in 1 contract

Samples: Award Agreement (Macerich Co)

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