Opportunity to Purchase Shares Sample Clauses

Opportunity to Purchase Shares. On or as soon as reasonably practicable following the Commencement Date, Executive will be given the opportunity to purchase up to 7,733.33 Class A voting shares, par value $2.00 per share, of Parent (the "Shares") , for a per share purchase price equal to $100 (the "Purchase Price") , but, in no event will Parent be required to offer to sell or to sell any Shares to Executive at any time at which making such an offer or selling any such Shares would violate any applicable securities law. The terms and conditions of Executive's purchase of any Shares, including the restrictions on transfer of the Shares, the right of first refusal of Parent with respect to such Shares, the right of Parent to repurchase all or a portion of such Shares from Executive following any termination of Executive's employment and the applicable repurchase price and the respective tag along and drag along rights of Executive and Parent, shall be set forth in a separate Management Stock Subscription Agreement, substantially in the form attached hereto as Exhibit A, to be entered into by and between Parent and Executive. Employer will use its reasonable best efforts to make third party financing, guaranteed by Employer, available on customary terms to Executive for up to 75% of the purchase price of the Shares purchased by Executive hereunder. Subject to agreement of the lending bank and except as provided otherwise in connection with an event of default (as defined in the applicable financing documents), the principal amount financed shall become payable on the fifth anniversary of the date of the origination of the loan and may be prepaid without penalty.
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Opportunity to Purchase Shares. On, or as soon as practicable after, the Commencement Date, the Executive will purchase 1,056,338 shares of the Common Stock of the Company, par value $.01 per share (the “Common Stock”), at a per share purchase price of $5.68 (the “Per Share Price”), for a total purchase price of $6 million, pursuant to the Hertz Global Holdings, Inc. Stock Incentive Plan (the “Stock Incentive Plan”). In no event will the Company be required to offer to sell or to sell any shares of Common Stock to the Executive at any time at which making such an offer or selling any such shares would violate any applicable securities law. The terms and conditions of the Executive’s purchase of any shares of Common Stock (including certain restrictions on resale of the shares, the right of the Executive to require the repurchase of all or a portion of such shares by the Company under certain circumstances, the right of the Company to repurchase all or a portion of such shares from the Executive upon termination of the Executive’s employment and the applicable repurchase price) shall be set forth in a separate Management Stock Subscription Agreement, substantially in the form attached hereto as Exhibit A, to be entered into between the Company and the Executive (the “Management Stock Subscription Agreement”).
Sample 1Sample 2
Opportunity to Purchase Shares. The Employee shall be given the opportunity to purchase up to 1,750 shares (the "Shares") of the Class C Common Stock of Holding, par value $.01 per share (the "Common Stock"), at a purchase price of $100 per share, but in no event shall Holding be required to offer to sell or to sell any Shares to the Employee at any time at which making such an offer or selling any such Shares would violate any applicable securities law. The terms and conditions of the Employee's purchase of any Shares, including the right of first refusal of Holding with respect to such Shares, the right of Holding to purchase such Shares from the Employee under certain circumstances and the right of the Employee to require Holding to purchase such Shares under certain circumstances, shall be set forth in a separate Management Stock Subscription Agreement, substantially in the form attached hereto as Exhibit A, to be entered into by Holding and the Employee.
Sample 1
Opportunity to Purchase Shares. You may purchase Shares at a price per Share of $10.00. You must purchase Shares in increments of 1,000, and the number of Shares you may purchase is limited to _________ shares. This offer to purchase Shares hereby supersedes any and all other offers previously made by the Company or its Affiliates to purchase Shares (other than outstanding stock options previously granted and evidenced by a written stock option agreement), and any and all such offers are hereby deemed to be revoked.
Sample 1
Opportunity to Purchase Shares. Executive may purchase 25,000 Shares at a price per Share equal to the fair market value of the Shares at the time of purchase, as determined in good faith by the Board based on an independent third party valuation, but in no event less than $10 per share (the price actually paid for the Shares at the time of purchase referred to as the “Purchase Price”). The Shares must be purchased in increments of 1,000, and the number of Shares that maybe purchased is limited to 25,000 shares.
Sample 1
Opportunity to Purchase Shares. Executive will be given the opportunity to purchase up to 5,000 shares (the "Shares") of the Class A Common Stock of Holding, par value $.01 per share (the "Common Stock"), for a per share purchase price equal to the fair market value of such Shares at the time they are so offered to Executive, but in no event will Holding be required to offer to sell or to sell any Shares to Executive at any time at which making such an offer or selling any such Shares would violate any applicable securities law. The terms and conditions of Executive's purchase of any Shares, including the restrictions on transfer of the Shares, the right of first refusal of Holding with respect to such Shares, the right of Holding to repurchase all or a portion of such Shares from Executive following any termination of Executive's employment and the applicable repurchase price and the respective tag along and drag along rights of Executive and Holding, shall be set forth in a separate Management Stock Subscription
Sample 1
Opportunity to Purchase Shares. (i) Executive shall be granted non-qualified stock options to purchase up to an aggregate of 30,000 shares of Class A Common Stock of Holding, par value $.01 per share (the "Common Stock"). There shall be granted 7,500 Special Options, up to 15,000 Service Options and up to 7,500 Performance Options. The terms and conditions of Executive's purchase of any Shares, including the right of first refusal of Holding with respect to such Shares and the right of Holding and certain of its affiliates to re-purchase such Shares from Executive under certain circumstances, shall be set forth in the Riverwood Holding, Inc. Stock Incentive Plan (the "Stock Incentive Plan"), a separate Management Stock Subscription Agreement, substantially in the form attached hereto as Exhibit A, to be entered into between Holding and Executive (the "Subscription Agreement") and the Registration and Participation Agreement referred to herein. Notwithstanding any other provision herein, no provision hereof shall be deemed to constitute an offer to sell any Common Stock or any interest therein within the meaning of the Securities Act of 1933, as amended, or any state securities laws. The per share exercise price for the Common Stock covered by the Special Options, Services Options and Performance Options shall be: Maximum Maximum Maximum Per Share Number of Shares Number of Shares Number of Shares Exercise Price Covered by Covered by Covered by Special options Service options Performance options 7,500 15,000 7,500 $100
Sample 1
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Opportunity to Purchase Shares. You may purchase Shares at a price per Share of $10.00. You must purchase Shares in increments of 1,000, and the number of Shares you may purchase is limited to 30,000 shares.
Sample 1

Related to Opportunity to Purchase Shares

  • 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 ______________

  • Opportunity to Ask Questions You have had the opportunity to ask questions about the Company and the investment. All your questions have been answered to your satisfaction.

  • Opportunity to Cure Notwithstanding Sections 5.1.2 and 5.1.3, it shall be a condition precedent to a party’s right to terminate Executive’s employment for Cause or Good Reason, as applicable, that (a) such party shall have first given the other party written notice stating with reasonable specificity the breach on which such termination is premised within ninety (90) days after the party providing such notice becomes aware of such breach, and (b) if such breach is susceptible of cure or remedy, such breach has not been cured or remedied within forty-five (45) days after receipt of such notice.

  • Opportunity to Review Securityholder acknowledges receipt of the Merger Agreement and represents that he, she, or it has had (i) the opportunity to review, and has read, reviewed and understands, the terms and conditions of the Merger Agreement and this Agreement, and (ii) the opportunity to review and discuss the Merger Agreement, the Transactions and this Agreement with his, her or its own advisors and legal counsel.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Company Right to Purchase For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • 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.

  • Company Call Right (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

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