PURCHASE AND SALE OF CLASS A COMMON STOCK. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, each Seller severally agrees to sell to the Company and, as applicable, cause to be sold to the Company by trusts or other entities on whose behalf such Seller acts (as identified in Schedule I hereto and referred to in this Agreement as “such Seller’s Entities”), and the Company agrees to purchase from each Seller and, as applicable, such Seller’s Entities, such aggregate number of shares (“such Seller’s Shares” and the aggregate of such Seller’s Shares for all Sellers, the “Shares”) of Class A Common Stock (rounded to the nearest whole number of shares) equal to such Seller’s percentage participation (“Percentage Participation”) as set forth next to such Seller’s name on Schedule I hereto, multiplied by the product of (i) 11,325,928 and (ii) a fraction, the numerator of which is the aggregate number of shares of Class A Common Stock purchased by the Company under the Share Repurchase Authorization and the denominator of which is 45,363,279 (representing the outstanding shares of Class A Common Stock owned by all shareholders of the Company other than the Sellers and each such Seller’s Entities, as of July 23, 2018). Each Seller may allocate among such Seller and, as applicable, such Seller’s Entities, the number of such Seller’s Shares to be sold by such Seller and, as applicable, such Seller’s Entities. Purchases and sales under this Section 1.1 (and calculations made under this Section 1.1) will be made with respect to each calendar month in which the Company purchases shares under the Share Repurchase Authorization.
PURCHASE AND SALE OF CLASS A COMMON STOCK. Subject to the completion of the Tender Offer as set forth below and the other terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, Silver Lake agrees to sell to the Company, and the Company agrees to purchase from Silver Lake, 9,196,065 shares of Class A Common Stock, subject to adjustment as follows; provided, that in no event shall Silver Lake sell more than 12,000,000 shares of Series A Common Stock (the "Share Cap") to the Company:
(a) if the Company increases or decreases the number of shares of Class A Common Stock subject to the Tender Offer (any such increase or decrease, the "TO Change"), the aggregate number of shares of Class A Common Stock to be purchased by the Company from Silver Lake shall be increased or decreased, respectively, by an amount equal to the TO Change multiplied by a fraction, the numerator of which is 46,969,066 and the denominator of which is 57,707,954 (representing the outstanding shares of Class A Common Stock held of record by Silver Lake divided by the outstanding shares of Class A Common Stock held of record by all stockholders of the Company other than Silver Lake), subject to the Share Cap; and
(b) if the number of shares of Class A Common Stock tendered and accepted for payment in the Tender Offer is less than the number of shares of Class A Common Stock the Company is offering to purchase in the Tender Offer as of the expiration date (any such difference, the "Series A Shortfall"), the aggregate number of shares of Class A Common Stock to be purchased by the Company from Silver Lake shall be increased by an amount equal to the Series A Shortfall, subject to the Share Cap. The number of shares of Class A Common Stock to be purchased from Silver Lake by the Company pursuant to this Section 1.1 is herein referred to as, the "Shares". The allocation of the Shares to be sold by each Silver Lake entity at the Closing shall be pro rata based on the number of shares of Class A Common Stock held of record by each of Silver Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake Technology Investors, L.L.C., rounded to the nearest whole share, or in such other proportion as Silver Lake may determine; provided Silver Lake notifies the Company of such allocation at least one business day prior to the Closing.
PURCHASE AND SALE OF CLASS A COMMON STOCK. AND WARRANTS
PURCHASE AND SALE OF CLASS A COMMON STOCK. At the closing of the transactions contemplated by this Agreement (the "CLOSING"), the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, 1,886,793 shares of Class A Common Stock (collectively, the "SHARES"), for an aggregate price in immediately available United States funds (the "PURCHASE PRICE") of $25,000,007.25. At the Closing (a) the Seller shall deliver to the Purchaser a certificate representing the Shares being purchased by the Purchaser from Seller, duly endorsed in blank or accompanied by a duly executed stock power, in proper form for transfer, (b) the Purchaser will deliver to the Seller the aggregate purchase price therefor by wire transfer of immediately available funds and (c) the Seller shall cause the Company to (i) register the purchase of the Shares by the Purchaser pursuant to this Agreement and (ii) in exchange for the certificates delivered to the Purchaser by the Seller pursuant to the preceding clause (a), deliver to the Purchaser a certificate registered on the Company's stock ledger in the name of the Purchaser representing the aggregate number of Shares being purchased by the Purchaser under this Agreement. The Purchaser agrees that the certificates representing the Shares shall bear a legend in substantially the following form: "The shares represented by this certificate are "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and may not be offered, sold or otherwise transferred, pledged or hypothecated except in a transaction registered under the Securities Act or in a transaction exempt from such registration." At the Closing, the Purchaser shall deliver to the Seller the Purchase Price by wire transfer to the account specified by the Seller on Schedule 1 hereto. Unless this Agreement shall have terminated pursuant to Article VI, and subject to the satisfaction or waiver or the conditions set forth in Article IV, the Closing shall take place at 10:00 a.m., local time (or as soon thereafter as practicable), on the later of (x) August 30, 2001 and (y) the Business Day following the date upon which the conditions set forth in Article IV shall be satisfied or waived in accordance with this Agreement (the "CLOSING DATE") at the offices of the Company at 1241 Easx Xxxx Xxxxxx, Xxxxxxxx, XX 00000.
PURCHASE AND SALE OF CLASS A COMMON STOCK. Subject to the terms and conditions herein set forth, the Sellers, jointly and severally, agree to sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Sellers, on the Closing Date the percentage of the aggregate number of shares of Class A Common Stock being sold and determined pursuant to the next sentence of this Section 2.1 as is set forth opposite such Purchaser's name on Schedule 2.1 hereto (which shall be updated in accordance with Section 9.2 hereof to the extent necessary by the Purchasers and such updated Schedule will be delivered to the Company and the Sellers no later than the Business Day prior to the Closing Date). The shares of Class A Common Stock being purchased pursuant to this Section 2.1 are collectively referred to herein as the "Purchased Shares". For purposes of this Agreement, the aggregate number of all Purchased Shares shall be equal to (rounded to the nearest whole share) the quotient obtained by dividing (x) 75,000,000 by (y) the "initial public offering price per share" of Class A Common Stock as set forth on the front cover of the final prospectus contained in the Company's Registration Statement on Form S-1 (333-122565) (the "IPO Price").
PURCHASE AND SALE OF CLASS A COMMON STOCK. Subject to the terms and conditions of this Agreement, Iriso agrees to purchase from the Company, and the Company agrees to sell and issue to Iriso at the Closing, Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) shares of the Company's authorized but unissued Class A Common Stock for cash at a purchase price equal to $1.5000015 per share, with the aggregate amount to be paid by Iriso at the Closing.
PURCHASE AND SALE OF CLASS A COMMON STOCK. TERMINATION OF OBLIGATIONS; BLACKOUT SHARES
PURCHASE AND SALE OF CLASS A COMMON STOCK. The Subscriber subscribes for and hereby purchases 7,661 shares of Class A Common Stock.
PURCHASE AND SALE OF CLASS A COMMON STOCK. Upon the terms and subject to the conditions of this Agreement, at the Closing Seller will sell, assign, convey, transfer and deliver to Buyer free and clear of Liens, and Buyer will purchase and accept from Seller, the Class A Common Stock.
PURCHASE AND SALE OF CLASS A COMMON STOCK a. Purchase and Sale of Class A Common Stock. Upon the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to those number of Shares having an aggregate Purchase Price (as defined in Section 1(g)) of $10,000,000 (subject to increase up to $13,000,000 as set forth in Section 1(d)).
