Purchase and Sale of Executive Securities Sample Clauses

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, the Executive Securities of the number of limited partner units equal to 1% of the total outstanding partner units of the Company on a fully diluted basis as of the date hereof at a price of $200,000.00. The Company will deliver to Executive a unit ownership ledger evidencing Executive's ownership of such limited partner units, and Executive will deliver to the Company a promissory note in the form of Annex A attached hereto (the "Note") in an amount equal to $200,000.00. (b) Within 30 days after the issuance of the Executive Securities, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) Until the occurrence of a Qualified Change of Control or a Public Offering, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control or a Qualified Public Offering (whichever first occurs), the Company will return any such certificates for the Executive Securities to the record holders thereof. (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that: (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws. Executive Unit Purchase Agreement - Xxxxxxx (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities. (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executive has had an op...

Purchase and Sale of Executive Securities. (a) Initial Capital Contribution and Issuance of Executive Securities. Upon execution of this Agreement, Executive shall make a capital contribution to the LLC in the amount of $45,004.50 (Executive's "Initial Capital Contribution") in exchange for, and the LLC shall issue to Executive, 450,045 Class B Units having the rights, obligations, and preferences set forth with respect thereto in the LLC Agreement. The Executive shall make such Initial Capital Contribution to the LLC by delivery to the LLC of a cashier's or certified check, or wire transfer of immediately available funds to an account designated by the LLC, in the aggregate amount equal to such Executive's Initial Capital Contribution. The aggregate amount of the Initial Capital Contribution made with respect to each Class B Unit issued hereunder shall be considered a Basic Contribution made with respect to such Class B Unit. Subsequent Contributions to the LLC shall be made by the Executive in respect of such Class B Units on the terms and conditions set forth in the LLC Agreement.

Purchase and Sale of Executive Securities. (a) Pursuant to the Prior Senior Management Agreement, on April 11, 2005, Executive purchased, and the Company sold, (i) 799,537 Class A Common Units and (ii) 1.771 Class B Preferred Units. On such date, the Company delivered to Executive a copy of the certificates evidencing such Executive Securities, and Executive delivered to Employer, for the benefit of the Company, a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $81,725.00 as payment for such Executive Securities. (b) Upon the execution of this Agreement, (i) the Company will purchase, and Executive will sell, 187,484 Class A Common Units at a price of $0.10 per unit and (ii) Executive will purchase, and the Company will sell, 187.023 Class B Preferred Units at a price of $1,000.00 per unit. On the date hereof, Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $168,275.00 as net payment for such purchases and sales. Following such sale of Class A Common Units and such purchase of Class B Preferred Units, Executive will own the following Executive Securities: (i) 533,388 Class A Common Units, which units shall be referred to herein as the “Carried Common Units”; (ii) 78,665 Class A Common Units, which units shall be referred to herein as the “Co-Invest Common Units”; and (iii) 188.794 Class B Preferred Units. The Company will deliver to Executive copies of the certificates representing such Executive Securities. The Co-Invest Common Units, together with the Class B Preferred Units acquired by Executive pursuant to the Prior Senior Management Agreement and/or hereunder, shall be referred to herein as the “Co-Invest Units”. (c) On April 22, 2005, Executive made an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached to the Prior Senior Management Agreement. (d) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all certificates in its possession evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, t...

Purchase and Sale of Executive Securities. (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 1,108,721 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $88,698.00 as payment for such shares of Common Stock. (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 11.302 shares of Preferred Stock at a price of $1,000 per share. The number of shares of Preferred Stock to be sold by the Company and purchased by Executive at any time shall equal (i) 11.302 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive. (c) 1,105,838 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock,” (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all sto...

Purchase and Sale of Executive Securities. (a) Initial Capital Contribution and Issuance of Executive Securities. Executive purchased the Executive Securities as provided for in the Original Agreement.

Purchase and Sale of Executive Securities. (a) On the Effective Date, Executive will acquire 2,846,233 Common Shares and 1,913.163 shares of Class A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Preferred Stock”), from the Company as a distribution with respect to the 6,475,887.65 Common Units and 1,979.35 units of Class B Preferred acquired by Executive pursuant to the Prior Agreement. On or promptly following the Effective Date, the Company will deliver to Executive (i) certificates representing any such Common Shares that are vested as of the Effective Date pursuant to Section 2 hereof, and (ii) copies of the certificates representing any such Common Shares that are not then vested pursuant to Section 2 hereof. In exchange, Executive hereby authorizes Holdings LLC and the Company to cancel on the Effective Date the certificate or certificates representing the Class B Preferred and the Common Units.

Purchase and Sale of Executive Securities. (a) Initial Capital Contribution and Issuance of Executive Securities. Upon execution of this Agreement, (i) Executive shall make a capital contribution to the LLC in the amount of $17,337 (Executive's "Initial Capital Contribution") in exchange for, and the LLC shall issue to Executive, 337,500 Class B Units having the rights, obligations, and preferences set forth with respect thereto in the LLC Agreement, (ii) Victoria shall make a capital contribution to the LLC in the amount of $8,668 (Victoria's "Initial Capital Contribution") in exchange for, and the LLC shall issue to Executive, 168,750 Class B Units having the rights, obligations, and preferences set forth with respect thereto in the LLC Agreement, (iii) Briax xxxll make a capital contribution to the LLC in the amount of $4,334 (Brian's "Initial Capital Contribution") in exchange for, and the LLC shall issue to Executive, 84,375 Class B Units having the rights, obligations, and preferences set forth with respect thereto in the LLC Agreement, and (ii) Colin shall make a capital contribution to the LLC in the amount of $4,334 (Colin's "Initial Capital Contribution") in exchange for, and the LLC shall issue to the Partnership, 84,375 Class B Units having the rights, obligations, and preferences set forth with respect thereto in the LLC Agreement. Each of the Executive Purchasers shall make such Executive Purchaser's Initial Capital Contribution to the LLC by delivery to the LLC of a cashier's or certified check, or wire transfer of immediately available funds to an account designated by the LLC, in the aggregate amount equal to such Executive Purchaser's Initial Capital Contribution. The aggregate amount of the Initial Capital Contributions made with respect to each Class B Unit issued hereunder shall be considered Basic Contributions made with respect to such Class B Unit.

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement, Trust will purchase, and the Partnership will sell 526.17 Class B Units at a purchase price of $1.00 per Unit for a total purchase price of $526.17. The Partnership will amend its books and records and make all appropriate notations to reflect the issuance of such Units to Trust and will deliver certificates to Trust representing the Units purchased hereunder, and Trust will deliver to the Partnership a cashier's or certified check or wire transfer of funds in the aggregate amount of $526.17. (b) Within 30 days after Trust purchases any Executive Securities from the Partnership, Trust will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder substantially in the form of Exhibit A attached hereto. (c) In connection with the purchase and sale of the Executive Securities hereunder, Trust and Executive represent and warrant to the Partnership that:

Purchase and Sale of Executive Securities. (a) Upon execution of this Agreement (the “Closing”), Executive will subscribe for, and the Company will grant, 4,500 Class B Units (the “Founders Units”) and Executive will purchase, and the Company will sell, 5,000 Class C Units (the “Co-Invest Units”) at a price of $6.8376 per Unit, or $34,188.04 in the aggregate. The Company will deliver to Executive a copy of the certificate(s) representing such Executive Securities and the aggregate purchase price payable for the Co-Invest Units acquired at the Closing shall be paid by Executive’s delivery to the Company of (i) a cashier’s or certified check or wire transfer of immediately available funds in an amount equal to 50% of the aggregate purchase price (i.e., $17,094.02) and (ii) a promissory note in the form attached hereto as Exhibit A in the face amount of 50% of the aggregate purchase price (i.e., $17,094.02). Concurrently with the execution of this Agreement, the Company and Executive shall enter into and execute the Executive Unit Pledge Agreement in the form of Exhibit B attached hereto (the “Pledge Agreement”) with respect to the Co-Invest Units. The parties acknowledge and agree that it is contemplated that Executive shall subsequently sell, transfer and assign up to 2,000 of such Class C Units to Persons who at the time of such sale, transfer and assignment are employees of the Company or its Subsidiaries who acquire such Class C Units under the terms of Equity Agreements approved by the Board; provided that Executive shall sell, transfer and assign up to 2,000 of such Class C Units as and when reasonably requested by the Board in connection with the hiring of senior executives of the Company and Employer, subject to the consent of Executive, not to be unreasonably withheld, conditioned or delayed. (b) Upon the making of additional capital contributions to the Company from time to time after the date hereof by the Summit Investors with respect to the Company’s Class A Units held by the Investors pursuant to Section lB(b) of the Purchase Agreement (each such contribution, a “Subsequent Closing”), Executive will make additional capital contributions to the Company with respect to Executive’s Class C Units in an amount per Unit equal to 50% of the capital contributions per Class A Unit made by the Summit Investors at such Subsequent Closing (as adjusted from time to time as a result of unit splits, unit dividends, recapitalizations and similar events and calculated for this purpose net of any capital...

Purchase and Sale of Executive Securities. (a) On the terms set forth herein, Executive hereby agrees to sell to Holdings, and Holdings hereby agrees to purchase from Executive, 175 Class A Management Units (the “Repurchased Executive Securities”) free and clear of all Encumbrances (as defined below) and all rights with respect thereto. The Company and Holdings agree that the repurchase option shall be terminated with respect to, and shall not apply to, the 100 Class A Management Units (the “Retained Executive Securities”) retained by Executive. The purchase price for the Repurchased Executive Securities shall be $175. (b) At the closing of the purchase and sale of the Repurchased Executive Securities (the “Closing”), Holdings will purchase the Repurchased Executive Securities. The Closing shall take place at the Company’s offices on the Effective Date (the date that the Closing occurs is referred to as the “Closing Date”), or at such other place as may be mutually agreeable to the parties hereto. (c) Executive acknowledges that he has had an opportunity to ask questions and receive answers concerning the terms and conditions of the sale of, and the value of, the Repurchased Executive Securities, and has had full access to such financial or other information concerning the Company and Holdings as he has requested. Neither the Company nor Holdings makes any representation or warranty regarding the value of the Repurchased Executive Securities.