Stockholder's Representations, Warranties and Agreements. (a) The Stockholder acknowledges that he has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on Transfer and appropriate stop transfer restrictions will be issued with respect to the Stock.
Stockholder's Representations, Warranties and Agreements. (a) The Stockholder agrees and acknowledges that she will not, directly or indirectly, gift, offer, transfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of, whether for or without consideration, and whether voluntary, involuntary or by operation of law (any of the foregoing acts being referred to herein as a “Transfer”) any shares of Stock, except as provided in this Section 2(a) and Section 3 hereof. If the Stockholder is an Affiliate of the Company, the Stockholder also agrees and acknowledges that he or she will not Transfer any shares of Stock unless:
Stockholder's Representations, Warranties and Agreements. (a) The Company and Oncor each acknowledge and agree that the Stockholder may 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 (x) Purchased Units, or (y) equity interests in Oncor (or any IPO Vehicle) issued in respect of Stock Appreciation Rights or distributed to the Stockholder by the Company (“Oncor Units”, together with all equity interests in the Company, equity interests in Oncor or equity interests in any IPO Vehicle otherwise acquired and/or held by the Stockholder Entities, as of or after the date hereof, and any successor security of any of the foregoing, “Units”) without restriction; provided that, prior to the earlier of (A) a Qualified Public Offering, (B) five years from the date hereof or (C) the occurrence of a Change in Control, Stockholder shall have first complied with the terms of Section 3 hereof, unless such transfer is a Permitted Transfer, and provided further that, in the case of a Transfer referenced in clause (iii) or (iv) of the definition of Permitted Transfer, such transfer shall be made expressly subject to this Agreement and the transferee shall agree in writing to be bound by the terms and conditions hereof as a “Stockholder” with respect to the representations and warranties and other obligations of this Agreement. No Transfer of any Units in violation hereof shall be made or recorded on the books of the Company and any such Transfer shall be void ab initio and of no effect. If the Stockholder is an Affiliate of the Company or Oncor, the Stockholder also agrees and acknowledges that he or she will not transfer any Units unless:
Stockholder's Representations, Warranties and Agreements. (a) Stockholder hereby represents and warrants that he is acquiring the Purchase Stock (collectively, and, together with any other shares of Common Stock beneficially owned by Stockholder hereafter acquired, whether by exercise of an Option or otherwise, the "Stock") for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any shares of the Stock unless such offer, transfer, sale, assignment, pledge, hypothecation or other disposition complies with this Agreement, including Section 3 hereof.
Stockholder's Representations, Warranties and Agreements. As an inducement to Parent to enter into this Agreement and to consummate the transactions contemplated herein, Stockholder hereby represents and warrants to Parent and agrees as follows:
Stockholder's Representations, Warranties and Agreements. (a) The Stockholder agrees and acknowledges that, in addition to any restrictions contained in the Award Agreement, he or 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 shares of Restricted Stock (together with any other Common Stock otherwise acquired and/or held by the Stockholder Entities as of or after the date hereof, “Stock”), except as otherwise provided for in this Section 2(a) and Section 3 hereof. If the Stockholder is an Affiliate of the Company, the Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless:
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, Rollover Stock or, at the time of exercise, Common Stock issuable upon exercise of Options (“Option Stock”; together with all Purchased Stock, Rollover Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities as of or after the date hereof, whether pursuant to the exercise of Options or otherwise, the “Stock”), except as provided in this Section 2(a) below and Section 3 hereof. If the Management Stockholder is an Affiliate of the Company, the Management Stockholder also agrees and acknowledges that he or she will not transfer any shares of the Stock unless:
