Common use of Management Stockholder’s Representations, Warranties and Agreements Clause in Contracts

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock or Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he he/she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any (i) shares of Purchased Stock or Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stockany net settled stock), Net Settled (ii) Common Stock and acquired upon vesting of the RSUs or (iii) any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, (collectively, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he he/she will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, except to the extent necessary in connection with any loan to the Management Stockholder to purchases of the Purchased Stock, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts such act being referred to herein as a “transfer”) any shares of Restricted Stock, Purchased Stock or Common Stock issuable upon exercise and, at the time of exercise, (the Options (“Option Restricted Stock”; , together with all any Purchased Stock, Net Settled Stock Option Stock, and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts such act being referred to herein as a “"transfer”") any shares of Purchased Stock or and, at the time of exercise, the Common Stock issuable issued upon exercise of the Options Option (“"Option Stock”"; together with all Purchased Stock, Net Settled Stock and any other shares of Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “"Stock”"), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the The Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) ), at the time of exercise, any shares of Purchased Stock or the Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, Restricted Stock or and, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock, Net Settled Restricted Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts such act being referred to herein as a “"transfer”") any shares of Purchased Stock or and, at the time of exercise, the Common Stock issuable upon exercise of the Options (“"Option Stock”"; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “"Stock”"), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “"transfer”") any shares of Purchased Stock or Common Stock issuable upon exercise of the Options (“"Option Stock”"; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “"Stock”"), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock or Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder EntitiesEntities as of or after the date hereof, “Stock”), except as otherwise provided for hereinin this Section 2(a) below and Section 3 hereof. If the Management Stockholder is a Rule 405 Affiliatean Affiliate of the Company, the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless:

Management Stockholder’s Representations, Warranties and Agreements. (a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock or and, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option Stock”; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, “Stock”), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless: