Founders’ Shares. The Founders’ Shares shall have the terms set forth in the Certificate of Incorporation of the Company and the Founders’ Share Certificate attached as Exhibit B hereto. Without limiting the foregoing, the Purchaser hereby expressly agrees that if the Company consummates the Initial Public Offering, then (i) in connection with the stockholder vote required to approve a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or assets (a “Business Combination”), the Purchaser agrees to (x) vote the Founders’ Shares in accordance with a majority of the shares of common stock voted by holders of shares of common stock issued in the Initial Public Offering and (y) vote the Founders’ Shares in favor of an amendment to the Company’s amended and restated certificate of incorporation to provide for the Company’s perpetual existence, and (ii) the Purchaser agrees to waive any right to participate in any liquidation distribution to the extent set forth in Section 3.D of this Agreement.
Founders’ Shares. Upon formation of the Company, the Executive purchased 86,667 shares of the Company’s common stock (the “Founders Shares”) for a purchase price of $0.001 per share. The Founders Shares shall be subject to forfeiture restrictions that will terminate with respect to 8.33% of the awarded shares at the end of each quarterly period commencing with the first full fiscal quarter after the date of grant; provided, however, that all forfeiture restrictions on outstanding Founders Shares will lapse automatically upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive’s death, (v) the Disability (as defined below) of the Executive, or (vi) the Company’s failure to renew this Agreement, and that the Executive will forfeit all Founders Shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The Founders Shares will have voting and dividend rights. Notwithstanding anything to the contrary contained herein, the Executive agrees that the Company shall redeem 31,912 of the Executive’s Founders Shares (the “Redemption Shares”) at a redemption price of $0.001 per share within 40 days after the date of this Agreement; provided, however, that the number of Redemption Shares actually redeemed by the Company shall be reduced by a number equal to 1% of the number of shares of common stock issued by the Company pursuant to any exercise by Friedman, Billings, Rxxxxx & Co., Inc. (“FBR”) of its additional allotment option under that certain Purchase/Placement Agreement dated June 23, 2005, among the Company, Asset Capital Partners, L.P. and FBR.
Founders’ Shares. As consideration for the services rendered by Employee prior to the execution of this Agreement, and for additional services to be rendered during the initial three (3) year term of this Agreement, the Employee is hereby granted 516,375 shares of the Company’s common stock (“Founders Shares”). The Founders Shares shall be held in the name of the Employee in an escrow account to be established by the Company in conjunction with the execution of this Agreement. The Founders Shares vest and will be released from escrow as follows:
a) 172,125 Founders Shares will be released to Employee one (1) year from the date of execution of this Agreement;
b) 172,125 Founders Shares will be released to Employee two (2) years from the date of execution of this Agreement; and
c) 172,125 Founders Shares will be released to Employee three (3) years from the date of execution of this Agreement.
Founders’ Shares. (a) Sponsor will not:
(i) sell, assign, transfer (including by operation of law), pledge, encumber or otherwise dispose of (including through any hedging or similar arrangement) any of the Founder’s Shares or any right or interest therein or otherwise agree to do any of the foregoing (unless the transferee (A) agrees to be bound by this Agreement and (B) is a director, officer, founder or holder of 5% or more of the outstanding Founder’s Shares);
(ii) deposit any of the Founder’s Shares into a voting trust, enter into a voting agreement or arrangement or grant any proxy or power of attorney related to the Founder’s Shares that is inconsistent with this Agreement; or
(iii) take any action, directly or indirectly, that would have the effect of preventing or impeding Sponsor from performing its obligations hereunder.
(b) Parent will not register on its books or records, execute any agreement related to, or otherwise recognize, any transaction effected or action taken in violation of Section 2(a) and will treat such transaction or action as null and void.
(c) If there are any changes in Parent or the Founder’s Shares by way of equity split, dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination (other than the Merger), or by any other means, equitable adjustment will be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder will continue with respect to Sponsor and its Founder’s Shares as so changed.
Founders’ Shares. On or before the Effective Date, each of the Private Investors shall deliver to the Escrow Agent certificates representing such Private Investor’s respective Founders’ Shares as set forth opposite their respective names on Exhibit A hereto, which certificates shall remain in the name of such Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement. Each Private Investor acknowledges that the certificate representing such Private Investor’s Founders’ Shares bears a legend to reflect the deposit of such Founders’ Shares under this Agreement.
Founders’ Shares. Each of the Founders hereby undertakes and agrees as follows:
Founders’ Shares. The Parties acknowledges that, pursuant to the Restricted Stock Purchase Agreement dated December 9, 2013 (“RSPA”), the Company agreed to sell to Executive and Executive agreed to purchase from the Company 660,000 shares of the Company’s Common Stock (the “Shares”), par value $0.001 per share at a price of $0.001 per share for an aggregate purchase price of $660.00 and subject to the Company’s right to repurchase unvested shares as set forth in the RSPA (the “Repurchase Option”), 25% of the total number of Shares were released from the Repurchase Option on April 8, 2014 (the “Cliff Vesting Date”), and an additional 1/24th of the remaining Shares will be released from the Repurchase Option on the corresponding day of each month thereafter (or if there is no corresponding day in any such month, on the last day of such month), until all Shares have been released on the second anniversary of the Cliff Vesting Date, subject to Executive continuing to be a Service Provider (as defined in the RSPA) through each such date.
Founders’ Shares. The Company has sold to the Executive 800,000 shares of the Company's Common Stock before giving effect to a reverse stock split to be made in connection with the Company's initial public offering (the "Founder's Shares") in consideration of consulting, financial advisory and related services provided to the Company by the Executive.
Founders’ Shares. Employee shall be eligible to purchase Twenty-five Thousand (25,000) shares of the Company’s stock at $0.01 per share.
Founders’ Shares. (a) have been duly authorized and validly issued by the Company to such Founder; (b) consist of all issued and outstanding capital stock of the Company; and (c) are fully paid and nonassessable shares of Common Stock free and clear of all liens, charges, restrictions, claims and encumbrances. The surrender and delivery of such Shares are not subject to any preemptive right or any right of first refusal or other right in favor of any Person that have not been waived or terminated as of the Closing;
