Purchase and Sale of Executive Shares Sample Clauses

Purchase and Sale of Executive Shares. Executive hereby subscribes and agrees to purchase, and the Company hereby agrees to sell to Executive, on the date hereof, 1,307.18 shares of the Company's Class B Common at an issuance price of $9.00 per share, for a total purchase price in cash of $11,764.62.
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Purchase and Sale of Executive Shares. (a) Executive hereby subscribes and agrees to purchase, and the Company hereby agrees to sell to Executive, on the date hereof, 4,901.96 shares of the Company's Class B Common at an issuance price of $9.00 per share, for a total purchase price in cash of $44,118. (b) The Company will also reserve up to 4,901.95 shares of Class B Common for sale to other members of the Company's management (the "Other Executive Stock") at a price of $9.00 per share. The allocation of the Other Executive Stock among such managers shall be determined by the Executive in consultation with the Board. In the event that any portion of the Other Executive Stock has not been sold prior to the earlier of (i) a public offering of the Company's Class B Common or (ii) the date of a Sale (as defined in the Stockholders Agreement) of the Company (collectively, the "Unissued Shares"), than the Unissued Shares shall be offered for sale to the Fund and the Executive at a price of $9.00 per share. In the event both the Fund and the Executive elect to purchase such Unissued Shares, the sale of the Unissued Shares to the Fund and the Executive shall be allocated between them based on their relative percentage ownership of the Common Stock on such date (assuming for purposes hereof the conversion of all outstanding shares of the Company's Class A Common Stock into 10% of the Class B Common outstanding immediately following the conversion).
Sample 1
Purchase and Sale of Executive Shares. (a) As soon as practicable after the adjustments contemplated by Section 1E of the Reorganization Agreement, Executive will purchase from the Company, and the Company will sell to Executive a number of Common Shares (equal to .75% of the number of issued and outstanding Common Shares of the Company as of the Closing) at a price per Common Share equal to the Orius Common Value Per Share, as finally determined pursuant to Section 1E of the Reorganization Agreement. The Company will deliver to Executive the certificates representing such Executive Shares, and Executive will deliver to the Company a limited recourse promissory note in form and substance to be reasonably agreed to by the parties, in the aggregate amount of the purchase price of the Common Shares purchased pursuant to this Paragraph (the "Note"). Upon the purchase of the Common Shares contemplated by this Paragraph 4, Executive shall execute and deliver to the Company a pledge agreement with respect to such Common Shares in a form and substance reasonably satisfactory to the Executive and the Company. (b) Within 30 days after Executive purchases any Executive Shares from the Company, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code, as amended, and the regulations promulgated thereunder in the form of Exhibit A attached hereto. (c) In connection with the purchase and sale of the Executive Shares hereunder, Executive represents and warrants to the Company that: (i) The Executive Shares 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 Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws. (ii) Executive is an executive officer of the Company, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Shares. (iii) Executive is able to bear the economic risk of his investment in the Executive Shares for an indefinite period of time and Executive understands and acknowledges that because the Executive Shares have not been registered under the Securities Act they cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available. (iv) Executiv...
Sample 1
Purchase and Sale of Executive Shares 
Sample 1

Related to Purchase and Sale of Executive Shares

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Common Stock Subject to 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 that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

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