Commitment to Purchase Shares Sample Clauses

Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 200 shares of Common Stock (or such lesser amount as is required pursuant to the Purchaser Capital Calls, as defined below) (the "Shares") at $1,000 per share (the "Purchase Price Per Share"), for an aggregate commitment of $200,000 (the "Commitment Amount"). The Purchaser shall be required to purchase such Shares (or such lesser amount as is required pursuant to the Purchaser Capital Calls) at any time GSCP and Constellation are required to purchase shares of Common Stock (a "GSCP/Constellation Purchase") as set forth in Section 3(a) of the Stockholders' Agreement. Written notice of any Purchaser Capital Call shall be given to the Purchaser at the same time and in the same manner as notice of a Capital Call (as defined in the Stockholders Agreement) is given to GSCP and Constellation pursuant to Section 3(a) of the Stockholders' Agreement. Upon each GSCP/Constellation Purchase, the Purchaser will be required to purchase Shares, at the Purchase Price Per Share, for that portion of the Commitment Amount that is equal to the product of (a) the Commitment Amount times (b) a fraction, the numerator of which is the amount to be paid by GSCP to purchase shares of Common Stock in accordance with Section 3(a)(iv) of the Stockholders' Agreement pursuant to the Capital Call being made simultaneously with the Purchaser Capital Call and the denominator of which is GSCP's total commitment to purchase shares of Common Stock pursuant to Section 3(a)(i) of the Stockholders' Agreement (such product referred to as the "Purchaser Capital Call"). In the event that the Purchaser's employment with the Company is terminated for any reason, the Purchaser's remaining Commitment Amount shall be reduced to zero. Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.
Sample 1See All (4)
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Commitment to Purchase Shares. (i) Executive will be given the opportunity to commit to purchase by no later than May 1, 2001, a minimum of 3,750 and no more than 7,500 shares of the Class A Common Stock of Holding, par value $.01 per share (the "Common Stock"), at a purchase price per share of $100 (the "Per Share Price"). Executive must commit to such purchase by no later than December 1, 1999 (the shares of Common Stock that Executive so commits to purchase, the "Equity Commitment"). In no event, however, will Holding be required to offer to sell or to sell any Shares to Executive at any time at which making
Sample 1
Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 6,452 shares of Common Stock (the "Shares") at $1,550 per share (the "Purchase Price Per Share"), for an aggregate commitment of $10,000,600 (the "Commitment Amount"). Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.
Sample 1
Commitment to Purchase Shares. 2.1. The Purchaser hereby commits to purchase from the Company up to 833,333 shares of Series F preferred stock, at $6.00 per share, for an aggregate of up to $5 million cash purchase price, in accordance with the Company's Notice to Purchase and the terms of this Agreement.
Sample 1
Commitment to Purchase Shares. 1.1 The undersigned subscriber (the “Subscriber”) hereby irrevocably and unconditionally subscribes for and agrees to purchase shares of the Company’s Class F common stock, par value $0.01 per share (“Class F Shares”), with an aggregate purchase price of up to $200,000,000 (the Class F Shares to be purchased hereby, the “Shares,” and such subscription, the “Capital Commitment”), subject to the terms and conditions set forth in this Subscription Agreement. As of any date, the amount of the Capital Commitment minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of such date pursuant to all previous Purchase Notices (as defined below) is referred to herein as the “Unfunded Capital Commitment” of the Subscriber.
Sample 1

Related to Commitment to Purchase Shares

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 48,077 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the “Purchased Shares”) for an aggregate purchase price of $25,000 and a per share purchase price of $0.52 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day).

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing unless each of the following conditions are satisfied:

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

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