Common use of Opportunity to Purchase Shares Clause in Contracts

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.

Appears in 1 contract

Samples: Employment Agreement (Jafra Worldwide Holdings Lux Sarl)

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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, 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.

Appears in 1 contract

Samples: Employment Agreement (Jafra Cosmetics International Sa De Cv)

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 5,201 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, 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 reasonably 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.

Appears in 1 contract

Samples: Employment Agreement (Jafra Worldwide Holdings Lux Sarl)

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, 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.

Appears in 1 contract

Samples: Employment Agreement (Jafra Worldwide Holdings Lux Sarl)

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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 6,133.33 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, 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.

Appears in 1 contract

Samples: Employment Agreement (Jafra Worldwide Holdings Lux Sarl)

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 1,734 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, 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.

Appears in 1 contract

Samples: Employment Agreement (Jafra Worldwide Holdings Lux Sarl)

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