Purchase and Sale of Executive Stock Sample Clauses

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement and in connection with the Closing, the Executive Subscription Agreement and payment of the Original Purchase Price (as hereinafter defined), the Company will issue to the Executive 23,794.90 shares of Class A Common Stock, par value $0.01 per share, of the Company (the "Class A Common Stock"), for a purchase price of $0.0179 per share (the "Original Purchase Price"). All of such shares of Common Stock purchased by the Executive hereby are referred to herein as "Executive Stock." To secure the Company's rights under the Repurchase Option in Section 3, the Company will retain possession of the certificates representing the Executive Stock. (b) The parties agree that the Fair Market Value of each share of Executive Stock as of the date hereof is $0.0179. The Executive, in his sole discretion, may make an effective election with the Internal Revenue Service (the "IRS") under Section 83(b) of the Code and the regulations promulgated thereunder in the form of EXHIBIT A attached hereto. The Executive understands that under applicable law such election must be filed with the IRS no later than thirty (30) days after any acquisition of the Executive Stock to be effective. If the Executive files an effective election, the excess of the Fair Market Value of the Executive Stock (which the IRS may assert is different from the Fair Market Value determined by the parties) covered by such election over the amount paid by the Executive for the stock shall be treated as ordinary income received by the Executive, and the Company or its subsidiary, National Waterworks, Inc. shall withhold from Executive's compensation all amounts required under applicable law. If the Executive does not file an effective election, future appreciation on the Executive Stock will generally be taxable as ordinary income when such stock vests pursuant to this Agreement. The foregoing is merely a brief summary of complex tax laws and regulations, and therefore, the Executive is strongly advised to consult with his own tax advisors. (c) In connection with the acquisition of the Executive Stock hereunder, the Executive represents and warrants to the Company that: (i) the Executive Stock to be acquired by the Executive pursuant to this Agreement will be acquired for the Executive's own account, for investment only 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 Execut...

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 shares of Class A Common at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in the (b) The Company shall hold each certificate representing Executive Stock until such time as the Executive Stock represented by such certificate is released from the pledge to the Company, if any, and is fully vested hereunder. (c) Within 30 days after Executive purchases any Executive Stock from the Company, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and the equivalent election with the State of California. (d) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock to be acquired by Executive pursuant to this Agreement shall be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Act, or any applicable state securities laws, and the Executive Stock shall not be disposed of in contravention of the 1933 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 Stock. (iii) Executive is able to bear the economic risk of his investment in the Executive Stock for an indefinite period of time because the Executive Stock has not been registered under the 1933 Act and, therefore, cannot be sold unless subsequently registered under the 1933 Act or an exemption from such registration is available. (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Stock and has had full access to such other information concerning the Company as he has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: (A) the Company's Certificate of Incorporation and Bylaws; and (B) the agreements, notes and related documents with the Company's lenders and equity investors. (v) This ...

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement (the "Closing"), the Company will sell to Executive and Executive will purchase 1,692 shares of Common Stock at a price of $10 per share. The Company will deliver to Executive the certificate representing such Common Stock, and Executive will deliver to the Company a check or wire transfer of funds in an amount of $16.92 and a promissory note in the form of Exhibit A attached hereto in an aggregate principal amount of $16,903.08 (the "Executive Note"). Executive's obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto. (b) If upon the fifth anniversary of the date hereof (a) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership and its affiliated entities (the "Investor") have not invested in the aggregate at least $40,000,000 in equity securities of the Company and (b) the Executive remains an employee of the Company or any of its Subsidiaries, the Executive may, so long as the Executive is an employee of the Company or any of its Subsidiaries, purchase upon written notice to the Company's Board of Directors (the "Board") up to 995 shares of the Common Stock at a price of $10 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events). At the time of any such purchase, the Company shall be entitled to receive, and the Executive shall be obligated to deliver, satisfactory representations and warranties similar to (and in addition to) those contained in paragraph (c) below and all other information and documentation as the Company may reasonably request. The Executive may purchase such shares of common Stock with cash or by delivery of a promissory note substantially in the form of Exhibit A attached hereto and a pledge agreement substantially in the form of Exhibit B attached hereto. (c) In connection with the purchase and sale of the Executive Stock hereunder, Executive represents and warrants to the Company that: (i) The Executive Stock 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 Stock will not be disposed of in contravention of the Securities Act or any applicabl...

Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell, 105,000 shares of Common Stock at a price of $.50 per share. The Company will deliver to Executive the certificates representing such Executive Stock, and Executive will deliver to the Company a cashier's or certified check or wire transfer of funds in the aggregate amount of $4,606.88 and a promissory note in the form of Exhibit A attached hereto in an aggregate --------- principal amount of $47,893.13 (the "Executive Note"). -------------- (b) Within 30 days after the date 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 B attached hereto. --------- (c) Until the occurrence of a Sale of the Company or a Public Offering, all certificates evidencing shares of Executive Stock shall be held by the Company for the benefit of the

Purchase and Sale of Executive Stock. (1) (i) Upon the date of the Initial Closing, Executive will purchase, and the Company will sell, 463,626 shares of Reserved Stock at a price of $0.10 per share. The Company will deliver to Executive the certificates representing such shares of Reserved Stock, and Executive will deliver to the Company (A) by cashier's or certified check or wire transfer of immediately available funds, cash in an amount equal to $464, (B) the Executive Note in the form of EXHIBIT A attached hereto in an initial principal amount of $45,899 and (C) pursuant to the Pledge Agreement (as defined below), certificates representing such shares of Reserved Stock. The "EXECUTIVE NOTE" is that certain Revolving Promissory Note dated as of the date of the Initial Closing pursuant to which the Company will loan to Executive, from time to time, an amount not to exceed in the aggregate $154,221, so as to enable Executive to purchase the Reserved Shares from the Company as provided for herein. Executive's obligations under the Executive Note shall be secured by a pledge of all of the shares of Reserved Stock purchased hereunder to the Company and in connection therewith, Executive shall enter into a pledge agreement in the form of EXHIBIT B attached hereto (the "PLEDGE AGREEMENT").

Purchase and Sale of Executive Stock. 1. On the Effective Date, Executive shall purchase from the Company, and the Company shall sell to Executive 4,193.33 shares of Common Stock at a price of $100 per share, which shares shall be subject to vesting as provided herein (the “Vesting Shares”), for an aggregate purchase price of $419,333. On the Effective Date, the Company shall deliver to Executive stock certificates representing the Vesting Shares, and Executive shall deliver to the Company the aggregate purchase price for the Vesting Shares in the manner provided in Section 2. 2. On the Effective Date, Executive shall deliver to the Company (i) a duly executed promissory note in the form of Annex A attached hereto in the initial principal amount of $419,333 (the “Executive Note”), and (ii) a counterpart signature page to the Investor Rights

Purchase and Sale of Executive Stock. Upon execution of this ------------------------------------ Agreement, Executive will purchase, and the Company will sell, 250 shares of Class B Common Stock at a price of $29.167 per share. The Company will deliver to Executive the certificate representing such Common Stock, and Executive will deliver to the Company a check or wire transfer of funds in the aggregate amount of $1,458.35, and a promissory note in the form of Exhibit B attached hereto in --------- the aggregate amount of $5,833.40 (the "Executive Note"). Executive's -------------- obligations under the Executive Note will be secured by a pledge of all of the shares of Executive Stock to the Company and in connection therewith Executive shall enter into a pledge agreement in the form of Exhibit C attached --------- hereto.

Purchase and Sale of Executive Stock. (a) Upon the Initial Date, Executive purchased, and the Company sold, 350,000 shares of Common Stock at a price of $0.10 per share. Executive delivered to the Company a check or wire transfer of funds in the aggregate amount of $350 and a promissory note in an aggregate principal amount of $34,650 (the "EXECUTIVE NOTE"). Executive's obligations under the Executive Note are secured by a pledge of all of the shares of Common Stock purchased hereunder to the Company and in connection therewith, Executive entered into a pledge agreement (the "Pledge Agreement").

Purchase and Sale of Executive Stock. Upon execution of this Agreement, Executive shall purchase, and the Company shall sell to Executive, 720 shares of Common Stock and 108 shares of Preferred Stock for an aggregate purchase price of $180,000. Executive has already delivered to the Company a promissory note dated March 7, 2000 in the principal amount of $130,000, which note constitutes payment of $130,000 of the total $180,000 purchase price. The Company shall deliver to Executive a copy of certifi-cates repre-senting the 720 xxxxxs of Common Stock and the 108 shares of Preferred Stock purchased hereunder and Executive shall deliver to the Company a promissory note of even date herewith in the form of ANNEX A attached hereto in the principal amount of $50,000 (collectively with the $130,000 note mentioned above, the "Executive Notes" and each an "Executive Note"). ---------------- --------------- Executive's obligations under the Executive Notes shall be secured by a pledge of the Executive Stock to the Company, and in connection therewith, Executive shall enter into a pledge agreement in the form of ANNEX B attached hereto.

Purchase and Sale of Executive Stock. (b) The Company shall hold each certificate representing the Executive Stock until such time as the Executive Stock represented by such certificate is released from the pledge to the Company.