PURCHASE PROGRAM POINTS Sample Clauses

PURCHASE PROGRAM POINTS. FAI hereby agrees that all of the Purchase Program Points held by FAI as of the Effective Time (which 5,000 Purchase Program Points constitute the entire Purchase Reserve as of the Effective Time) shall be subject to subsequent sale and transfer in accordance with the terms and conditions of the Equity Purchase Program (as the same may be amended from time to time with the prior written consent of the Manager Member, FAI and the Management Committee granted after the Effective Time), and acknowledges and agrees that no consent or other approval of FAI shall be required for any such sale and transfer pursuant to the Equity Purchase Program. With respect to each Xxxxxxxx Xxxxxxx Xxxxx held by FAI as of the Effective Time, each of FAI and Xxxxxx Xxxxxx (as its related Employee Stockholder) covenants and agrees that, from and after the Effective Time until the earliest of (i) such time as such Purchase Program Point has been sold and transferred by FAI pursuant to the Equity Purchase Program, (ii) such time as such Purchase Program Point has been purchased by the Manager Member (or its assignee) pursuant to Section 3.11 hereof or (iii) three months following the tenth (10th) anniversary of the Effective Time, FAI shall remain in existence and shall not Transfer (including without limitation pursuant to the exercise of a Put, and notwithstanding the Conversion of such Purchase Program Point to a Series A LLC Point) such Purchase Program Point (other than pursuant to a sale and transfer made under the Equity Purchase Program), except to the extent that FAI, the Management Committee and the Manager Member otherwise agree in writing after the Effective Time (and, for the avoidance of doubt, the other Transfer restrictions set forth in this Agreement shall thereafter continue to apply to any subsequent Transfer of such LLC Point). Unless the Manager Member and the Management Committee each shall have otherwise granted their prior written consent after the Effective Time, any sale and transfer of Purchase Program Points pursuant to the Equity Purchase Program shall be accompanied by a simultaneous sale and transfer of the same number of "Purchase Program Points" (as such term is defined in the DE LLC Agreement) pursuant to the "Equity Purchase Program" of the DE LLC to the same Person (or to its Affiliated "Non-Manager Member" under the DE LLC Agreement, as applicable) purchasing such Purchase Program Points pursuant to the Equity Purchase Program of the LLC.
Sample 1
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