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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. (vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby. (e) Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries. (f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive. (g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto. (h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 3 contracts
Sources: Executive Stock Agreement (Corinthian Colleges Inc), Executive Stock Agreement (Corinthian Colleges Inc), Executive Stock Agreement (Corinthian Colleges Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 750 shares of Class A Common Executive Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $75,000.
(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, review the following documents: documents (and Executive is familiar with the transactions contemplated thereby): (A) a copy of the Purchase Agreement, dated June 14, 2003, between the Company and the Sellers and other parties named therein, and (B) 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other than agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. Executive agrees to notify the Investors and their counsel regarding Board of any matter (including, but not limited to, any potential acquisition by the tax effects Company) which, to Executive's knowledge, might reasonably be expected to violate or cause a breach of the transaction contemplated herebyany such agreement.
(evii) Executive is a resident of the State of Washington and is an "accredited investor" as defined in Rule 501(a) under the 1933 Act.
(c) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 2 contracts
Sources: Executive Stock Agreement (Seabright Insurance Holdings Inc), Executive Stock Agreement (Seabright Insurance Holdings Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 60 shares of Class A Common Executive Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $6,000.
(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 CompanyCompany or one of its Subsidiaries, 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) review 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other than agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. Executive agrees to notify the Investors and their counsel regarding Board of any matter (including, but not limited to, any potential acquisition by the tax effects Company) which, to Executive's knowledge, might reasonably be expected to violate or cause a breach of the transaction contemplated herebyany such agreement.
(evii) Executive is a resident of the State of Washington.
(c) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Seabright Insurance Holdings Inc)
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 5,000 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Corinthian Colleges Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 500 shares of Class A Common Executive Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $50,000.
(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 CompanyCompany or one of its Subsidiaries, 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) review 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other than agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. Executive agrees to notify the Investors and their counsel regarding Board of any matter (including, but not limited to, any potential acquisition by the tax effects Company) which, to Executive's knowledge, might reasonably be expected to violate or cause a breach of the transaction contemplated herebyany such agreement.
(evii) Executive is a resident of the State of Washington.
(c) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Seabright Insurance Holdings Inc)
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 6,250 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 thethe aggregate amount of $80,062.50, a promissory note in the form of Annex A attached hereto in an ------- aggregate principal amount of $62,437.50 (the "Executive Note") and the certificates for the Old Common. Executive's obligations under the Executive Note shall be secured by a pledge of all of the shares of Class B Common to the Company,
(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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Corinthian Colleges Inc)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 (i) 1,000 shares of Class A Common at a price of $10.00 per share and 2,500 69,512.82 shares of Class B Common at a price of $10.00 1.00 per share and (ii) 1,794.87 shares of Preferred Stock at a price of $100.00 per share. The Company shall deliver to Executive a copy of the certificates certificate representing such shares of Common Stock, and Executive shall deliver to the Company a cashier's or certified check or a wire transfer of funds in thethe aggregate amount of $250,000.00.
(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 Vesting 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 in the regulations promulgated thereunder and the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(dc) 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 reviewed, or has had an opportunity to review, a copy of the Stock Purchase Agreement, dated March 12, 1997 between the Company and Simp▇▇▇ ▇▇▇er Company ("Seller"), as amended as of the date hereof, pursuant to which the Company acquired all of the stock of Simp▇▇▇ ▇▇▇inwell Paper Company, and Executive is familiar with the transactions contemplated thereby. 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.of
Appears in 1 contract
Sources: Executive Employment and Stock Purchase Agreement (Plainwell Inc)
Purchase and Sale of Executive Stock. (a) Upon execution Pursuant to the terms of this Agreement, Executive shall will purchase, and the Company shall will sell, 10,000 an aggregate of [1] shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 .10 per share. The At the time of such purchase, the Company shall will deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall will deliver to the Company a cashier's or certified check or wire transfer [3] in the aggregate amount of funds in the$[4].
(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 will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and in the equivalent election with the State form of California.Annex A attached hereto. -------
(dc) 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 will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Securities Act, or any applicable state securities laws, and the Executive Stock shall will not be disposed of in contravention of the 1933 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 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 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects is a resident of the transaction contemplated hereby[5].
(ed) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into terminate Executive's employment at any agreement with time for any of the other Executives with respect reason pursuant to the voting of his or their shares or the sharing of the economic benefits thereof.Section 7 hereof. --------- 2
Appears in 1 contract
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 : (i) 684.98 shares of Class B Common at a price of $10.00 20.44 per share, and (ii) 560 shares of Series A Preferred at a price of $100.00 per share, for an aggregate purchase price of $70,000. The Company shall deliver to Executive a copy of the certificates representing such shares of Class B Common Stockand Series A Preferred, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $70,000. The closing of the purchase and sale of the Executive Stock shall take place simultaneously with the closing of the transactions contemplated by the Stock Purchase Agreement.
(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 Technologies and a director on the CompanyBoard, 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 the Executive Stock and has had full access to such other information concerning the Company and its Subsidiaries as he has requested. Executive has reviewed, or has had an opportunity to review, a copy of the Stock Purchase Agreement, and Executive is familiar with the transactions contemplated thereby. 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 loan agreements, notes and related documents with the Company's lenders Technologies senior and equity investors.subordinated lenders; (C) Technologies audited financial statements dated as of December 31, 1995;
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vic) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors Stock to Executive, and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of Technologies or any affiliate or subsidiary thereof or affect the right of Technologies to terminate Executive's employment at any time; and
(ii) the Company and its SubsidiariesSubsidiaries shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon Executive's Termination or as otherwise provided hereunder, except for reports or information used by the Board to determine the Fair Market Value of the Executive Stock purchased from Executive.
(fd) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a1) Upon execution of this Agreement, Executive shall purchase, and the Company shall sellsell to Executive, 10,000 800 shares of Class A Common at a Stock and 120 shares of Preferred Stock for an aggregate purchase price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 per share200,000. The Company shall deliver to Executive a copy certifi-c▇▇▇▇ repre-senting the Shares upon payment by Executive of the certificates representing such shares of Common Stock, and Executive shall deliver to the Company a purchase price therefor by cashier's or certified check or wire transfer of funds immediately available funds. Executive may elect, in the
his sole discretion, to cause one or more of his own independent retirement accounts or similar accounts (bcollectively, the "I▇▇") The Company shall hold each certificate representing Executive Stock until such time as to purchase the Executive Stock represented on --- the condition that Executive causes the I▇▇ to be bound by such certificate is released from the pledge provisions of this Agreement to the Companysame extent as Executive is bound. If Executive makes such an election, if any, and is fully vested hereunderthe Company shall take all reasonably necessary or desirable action to facilitate such purchase by the I▇▇.
(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.
(d2) In connection with the purchase and sale of the Executive Stock Shares hereunder, Executive represents and warrants to the Company that:
(i1) The Executive Execu-tive 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 distribu-tion thereof in violation of the 1933 Securities Act, or any applicable state securities laws, and the Executive shall not dispose of any shares of Executive Stock shall not be disposed of in contravention of the 1933 Securities Act or any applicable state securities laws.
(ii2) Executive is an executive officer employee of the CompanyCompany or one of its subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the an investment in the Executive Stock.
(iii3) Executive is able to bear the economic risk of his or her investment in the Executive Stock for an indefinite period of time because the time. Executive understands that shares of Executive Stock has have not been registered under the 1933 Securities Act and, therefore, cannot be sold unless subsequently subsequent-ly registered under the 1933 Securities Act or an exemption from such registration is available.
(iv4) 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 (A) such other information concerning the Company and the offering of Executive Stock hereunder as he or she 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; requested and (B) such other information which Executive deemed necessary and desirable to make an informed investment decision regarding the agreements, notes and related documents with the Company's lenders and equity investorspurchase of Executive Stock hereunder.
(v5) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi3) As an inducement to the Company to issue Executive has obtained advice from persons other than the Investors Stock to Executive hereunder, and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) as a condition thereto, Executive acknowledges and agrees that that:
(1) neither the issuance of the Executive Stock to Executive hereunder nor any provision contained herein shall entitle Executive to remain in the employment of the Company or its subsidiaries or affect the right of the Company or its subsidiaries to terminate Executive's employment at any time; and
(2) neither the Company nor its subsidiaries shall have any duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any information regarding the Company or its Subsidiariessubsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of Executive's employment with the Company or its subsidiaries or as otherwise provided hereunder.
(f4) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Aircraft Service International Group Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 500 shares of Class A Common Executive Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $50,000.
(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, review the following documents: documents (and Executive is familiar with the transactions contemplated thereby): (A) a copy of the Purchase Agreement, dated June 14, 2003, between the Company and the Sellers and other parties named therein, and (B) 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other than agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. Executive agrees to notify the Investors and their counsel regarding Board of any matter (including, but not limited to, any potential acquisition by the tax effects Company) which, to Executive's knowledge, might reasonably be expected to violate or cause a breach of the transaction contemplated herebyany such agreement.
(evii) Executive is a resident of the State of Washington and is an "accredited investor" as defined in Rule 501(a) under the 1933 Act.
(c) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Seabright Insurance Holdings Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 1,250 shares of Class A Common Executive Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $125,000.
(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, review the following documents: documents (and Executive is familiar with the transactions contemplated thereby): (A) a copy of the Purchase Agreement, dated June 14, 2003, between the Company and the Sellers and other parties named therein, and (B) 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other than agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. Executive agrees to notify the Investors and their counsel regarding Board of any matter (including, but not limited to, any potential acquisition by the tax effects Company) which, to Executive's knowledge, might reasonably be expected to violate or cause a breach of the transaction contemplated herebyany such agreement.
(evii) Executive is a resident of the State of Washington and is an "accredited investor" as defined in Rule 501(a) under the 1933 Act.
(c) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Seabright Insurance Holdings Inc)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 2,663 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100 per share. The Company shall deliver to Executive a copy of the certificates certificate representing such shares of Common Company Stock, and Executive shall deliver to the Company a cashierpromissory note in the form of Annex A attached hereto in an aggregate principal amount of ------- $266,300 (the "Executive Note"). Executive's or certified check or wire transfer obligation under the Executive Note ---------------- shall be secured by a pledge of funds the 2,663 shares of Class A Common Stock purchased by Executive hereunder and in theconnection therewith, Executive shall enter into a pledge agreement in the form of Annex B attached hereto.
(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 shares of Executive Stock from the CompanyCompany hereunder, 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 there-under in the form of Annex C attached ------- hereto and the equivalent election with the State of Californiaany similar filing required by applicable state law.
(dc) 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 time. Executive understands that 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 (A) 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; requested and (B) such other information which is necessary and desirable to make an informed investment decision regarding the agreementspurchase of Executive Stock hereunder. Executive has reviewed a copy of the Share Purchase Agreement, notes dated as of March 14, 1998 and related documents amended as of the date hereof, between the Company, Viad Corp. and Viad Service Company, Limited pursuant to which the Company acquired substantially all of the stock of certain subsidiaries of Aircraft Service International Group, Inc. and the Security Purchase Agreement dated as of the date hereof, between the Company, ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual Life Insurance Company and CIBC Wood Gundy Ventures, Inc. and Executive is familiar with the Company's lenders and equity investorstransactions contemplated thereby.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vid) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors Stock to Executive, and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or its Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company or its SubsidiariesSubsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon the termination of Executive's employment with the Company or its Subsidiaries or as otherwise provided hereunder.
(fe) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Aircraft Service International Group Inc)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 : (i) 195.71 shares of Class A Common Stock at a price of $10.00 20.44 per share share, and 2,500 (ii) 160 shares of Class B Common Preferred Stock at a price of $10.00 100 per shareshare for an aggregate purchase price of $20,000. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Stock and Preferred Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $20,000. The closing of the purchase and sale of the Executive Stock shall take place simultaneously with the closing of the transactions contemplated by the Purchase Agreement.
(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's significant operating subsidiary, 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 the Executive Stock Stock, and has had full access to such other information concerning the Company as he has requested. Executive has reviewed or has had an opportunity to review, a copy of the Purchase Agreement, dated as of the date hereof, between the Company and those other persons named therein, and Executive is familiar with the transactions contemplated thereby. 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 loan agreements, notes and related documents with the Company's lenders Technologies' senior and equity investorssubordinated lenders; and (C) Technologies' audited financial statements dated as of December 31, 1995.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vic) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors Stock to Executive, and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of Technologies or the Company or affect the right of Technologies to terminate Executive's employment at any time; and
(ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its SubsidiariesSubsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon Executive's Termination or as otherwise provided hereunder, except for reports or information used by the Board to determine the Fair Market Value of the Executive Stock purchased from Executive.
(fd) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 : (i) 65.24 shares of Class A Common Stock at a price of $10.00 20.44 per share share, and 2,500 (ii) 53.33 shares of Class B Common Preferred Stock at a price of $10.00 100 per shareshare for an aggregate purchase price of $6,977. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Stock and Preferred Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $6,976.92. The closing of the purchase and sale of the Executive Stock shall take place on May 5, 1997.
(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's significant operating subsidiary, 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 the Executive Stock and has had full access to such other information concerning the Company as he has requested. Executive has reviewed or has had an opportunity to review, a copy of the Purchase Agreement, dated as of the date hereof, between the Company and those other persons named therein, and Executive is familiar with the transactions contemplated thereby. 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 loan agreements, notes and related documents with the CompanyTechnologies's lenders senior and equity investorssubordinated lenders; and (C) Technologies' audited financial statements dated as of December 31, 1996.
(v) This Agreement constitutes the legal, valid valid, and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vic) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors Stock to Executive, and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of Technologies or the Company or affect the right of Technologies to terminate Executive's employment at any time; and
(ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its SubsidiariesSubsidiaries at any time prior to, upon or in connection with the repurchase of Executive Stock upon Executive's Termination or as otherwise provided hereunder, except for reports or information used by the Board to determine the Fair Market Value of the Executive Stock purchased from Executive.
(fd) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 3,363.58 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.01 per share. The Company shall deliver to Executive a copy of the certificates certificate representing such shares of Common StockStock (subject to Section 1(b) below), and Executive shall deliver to the Company a cashier's or certified check or wire transfer in the aggregate amount of funds in the$33.64.
(b) The 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 Executive and the other holder(s) of Executive Stock. Upon the occurrence of a Sale of the Company or a Public Offering, the Company shall hold each certificate representing Executive Stock until such time as deliver the certificates for the Executive Stock represented by such certificate is released from the pledge to the Company, if any, and is fully vested hereunderrecord holders thereof.
(c) Within 30 thirty (30) days after Executive purchases any Executive Stock from the Company, Executive shall may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and with respect to any such purchase in the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(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 ’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 or management employee of the CompanyCompany or its Subsidiaries, is sophisticated an “accredited investor” as defined in Rule 501(a) under Regulation D promulgated under the Securities Act, and, by reason of his business and financial experience, and the business and financial experience of those retained by or on behalf of Executive to advise him with respect to his subscription for the Executive Stock being purchased hereunder, Executive, together with such advisors, has such knowledge, sophistication and experience in business and financial matters and is able so as to evaluate be capable of evaluating the risks and benefits of the investment in the Executive Stock.
(iii) Executive is able to bear the economic risk of his Executive’s 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 and his advisors have 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 Executive 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and/or its Subsidiaries or affect the right of the Company to terminate Executive’s employment at any time;
(ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and deliveredSubsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive’s employment with the Company and Executive.its Subsidiaries or as otherwise provided hereunder; and
(giii) The Company acknowledges that Executive is given certain contractual preemptive rights, together with he shall be bound by the Investors, obligations set forth in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party theretoSection 6 hereof.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall will purchase, and the Company shall will sell, 10,000 555.556 shares of Class A P Common at a price of $10.00 162.00 per share and 2,500 5,000 shares of Class B Common at a price of $10.00 2.00 per share. The Company shall will deliver to Executive copies of, and a copy of receipt for, the certificates representing such shares of Class P Common Stockand such Common, and Executive shall will deliver to the Company a cashiertotal of $100,000 in payment for the shares, consisting of (i) $25,000 in cash and (ii) a promissory note in the form of Exhibit A attached hereto in the aggregate principal amount of $75,000 (the "Executive Note"). Executive's or certified check or wire transfer obligations under the Executive Note will be secured by a pledge of funds all of the shares of Executive Stock to the Company and in theconnection therewith Executive shall enter into a pledge agreement in the form of Exhibit B attached hereto.
(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 will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and in the equivalent election with the State form of CaliforniaExhibit C attached hereto.
(dc) 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 will 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 will 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 and its Subsidiaries 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vid) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) Stock to Executive, as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding the fact that Executive is not a named party theretoto terminate Executive's employment at any time for any reason.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 2,663 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100 per share. The Company shall deliver to Executive a copy of the certificates certificate representing such shares of Common Company Stock, and Executive shall deliver to the Company a cashierpromissory note in the form of Annex A attached hereto in an aggregate principal amount of $266,300 (the "Executive Note"). Executive's or certified check or wire transfer obligations under the Executive Note shall be secured by a pledge 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 anyand in connection therewith, and is fully vested hereunderExecutive shall enter into a pledge agreement in the form of Annex B attached hereto.
(cb) Within 30 days after Executive purchases any shares of Executive Stock from the CompanyCompany hereunder, 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 there under in the form of Annex C attached hereto and the equivalent election with the State of Californiaany similar filing required by applicable state law.
(dc) 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 time. Executive understands that 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 (A) 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; requested and (B) such other information which is necessary and desirable to make an informed investment decision regarding the agreementspurchase Executive Stock hereunder. Executive has reviewed a copy of the Share Purchase Agreement, notes dated as of March 14, 1998 and related documents amended as of the date hereof, between the Company, Viad Corp. and Viad Service Company, Limited pursuant to which the Company acquired substantially all of the stock of certain subsidiaries of Aircraft Service International Group, Inc. and the Security Purchase Agreement dated as of the date hereof, between the Company, John ▇▇▇c▇▇▇ ▇▇▇ual Life Insurance Company and CIBC Wood Gundy Ventures, Inc. and Executive is familiar with the Company's lenders and equity investorstransactions contemplated thereby.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vid) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors Stock to Executive, and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and or its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding the fact that Executive is not a named party thereto.to terminate Executive's employment at any time; and
(hii) Executive represents and warrants to the Company shall have no duty or obligation to disclose to Executive, and the Investors that he has not entered and will not during the term of this Agreement enter into Executive shall have no right to be advised of, any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.material information regarding the
Appears in 1 contract
Sources: Executive Stock Agreement (Aircraft Service International Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 1,000 shares of Class A Common Executive Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 100.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $100,000.
(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, review the following documents: documents (and Executive is familiar with the transactions contemplated thereby): (A) a copy of the Purchase Agreement, dated June 14, 2003, between the Company and the Sellers and other parties named therein, and (B) 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other than agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound. Executive agrees to notify the Investors and their counsel regarding Board of any matter (including, but not limited to, any potential acquisition by the tax effects Company) which, to Executive's knowledge, might reasonably be expected to violate or cause a breach of the transaction contemplated herebyany such agreement.
(evii) Executive is a resident of the State of Washington and is an "accredited investor" as defined in Rule 501(a) under the 1933 Act.
(c) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Seabright Insurance Holdings Inc)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall will purchase, and the Company shall will sell, 10,000 280,000 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.0025 per share. The Company shall will deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall will deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $700.
(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 Common Stock pursuant to Section 1 (a) from the Company, Executive shall will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and in the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(dc) 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 will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Securities Act, or any applicable state securities laws, and the Executive Stock shall will not be disposed of in contravention of the 1933 Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer "accredited investor" and a sophisticated investor for purposes of the Company, is sophisticated in financial matters applicable foreign and U.S. federal and state securities laws and regulations 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 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities 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 Agreement and each of the other agreements contemplated hereby constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its termsterms and Executive's employment by the Company, and the execution, delivery and performance of this Agreement and such other agreements by Executive does not and shall and, to the knowledge of Executive, will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party (including, but not limited to, any agreement referred to in clause (vi) below) or any judgment, order or decree to which Executive is subjectsubject and Executive further represents and warrants that Executive believes that Executive is not now in breach of any such agreement, contract or instrument to which Executive is a party.
(vi) Executive has obtained advice from persons is not a party to or bound by any other than the Investors and their counsel regarding the tax effects of the transaction contemplated herebyemployment agreement, noncompete agreement or confidentiality agreement.
(evii) Executive is a resident of the State of Florida.
(d) As an inducement to the Company to issue the Executive Stock to Executive, and as a condition thereto, Executive acknowledges and agrees that (i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding to terminate Executive's employment as contemplated by this Agreement at any time for any reason and (ii) he will take (or omit to take) all such actions as are necessary so that the fact that representation and warranty made by Executive is not a named party thereto.
(hand contained in Section 1(d)(v) remains true and correct at all times as if such representation and warranty were remade by Executive represents and warrants to on each date following the Company and the Investors that he has not entered and will not during the term date of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereofAgreement.
Appears in 1 contract
Sources: Executive Agreement (Answerthink Consulting Group Inc)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 19,000 shares of Class A Common Stock at a price of $10.00 0.10 per share and 2,500 70.819 shares of Class B Common Preferred Stock at a price of $10.00 1,000.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $70,819.00.
(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 or her 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 or she has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: documents (and Executive is familiar with the transactions contemplated thereby): (A) a copy of the Stock Purchase Agreement, dated as of the date hereof, by and among the Company, ▇▇▇▇▇▇ ▇▇▇▇▇, Inc., a New York corporation (to be known as Physicians Formula, Inc.) ("PFI") and ▇▇▇▇▇▇ ▇▇▇▇▇ Dermo-Cosmetique, S.A. pursuant to which the Company acquired all of the outstanding capital stock of PFI, (B) the Company's Certificate certificate of Incorporation incorporation and Bylaws; and bylaws, (BC) the loan agreements, notes and related documents with the Company's lenders and/or its Subsidiaries' senior and equity investorssubordinated lenders, and (D) the Information Memorandum, dated March 2003, prepared by PFI.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects is a resident of the transaction contemplated herebyState of California and is an "accredited investor" as defined in Rule 501(a) under the 1933 Act.
(ec) As an inducement to the Company to issue the Executive Stock and as a condition thereto, Executive acknowledges and agrees that this Agreement does not constitute an agreement of employment and that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding the fact that Executive is not a named party theretoto terminate Executive's employment at any time.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Physicians Formula Holdings, Inc.)
Purchase and Sale of Executive Stock. (a) Upon the execution and delivery of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 4,750 shares of Class A Common Stock at a price of $10.00 0.10 per share and 2,500 17.705 shares of Class B Common Preferred Stock at a price of $10.00 1,000.00 per share. The Company shall deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $17,705.
(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 or her 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 or she has requested. Executive has also reviewed, or has had an opportunity to review, the following documents: documents (and Executive is familiar with the transactions contemplated thereby): (A) a copy of the Stock Purchase Agreement, dated as of the date hereof, by and among the Company, ▇▇▇▇▇▇ ▇▇▇▇▇, Inc., a New York corporation (to be known as Physicians Formula, Inc.) ("PFI") and ▇▇▇▇▇▇ ▇▇▇▇▇ Dermo-Cosmetique, S.A. pursuant to which the Company acquired all of the outstanding capital stock of PFI, (B) the Company's Certificate certificate of Incorporation incorporation and Bylaws; and bylaws, (BC) the loan agreements, notes and related documents with the Company's lenders and/or its Subsidiaries' senior and equity investorssubordinated lenders, and (D) the Information Memorandum, dated March 2003, prepared by PFI.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects is a resident of the transaction contemplated herebyState of California and is an "accredited investor" as defined in Rule 501(a) under the 1933 Act.
(ec) As an inducement to the Company to issue the Executive Stock and as a condition thereto, Executive acknowledges and agrees that this Agreement does not constitute an agreement of employment and that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding the fact that Executive is not a named party theretoto terminate Executive's employment at any time.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Physicians Formula Holdings, Inc.)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall will purchase, and the Company shall will sell, 10,000 300,000 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.01 per share. The Company shall will deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall will deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $3,000.
(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 Common Stock pursuant to Section 1(a) from the Company, Executive shall will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and in the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(dc) 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 will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Securities Act, or any applicable state securities laws, and the Executive Stock shall will not be disposed of in contravention of the 1933 Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer "accredited investor" and a sophisticated investor for purposes of the Company, is sophisticated in financial matters applicable foreign and U.S. federal and state securities laws and regulations 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 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities 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 Agreement and each of the other agreements contemplated hereby and by the Purchase Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its termsterms and Executive's employment by the Company, and the execution, delivery and performance of this Agreement and such other agreements by Executive does not and shall and, to the knowledge of Executive, will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party (including, but not limited to, any agreement referred to in clause (vi) below) or any judgment, order or decree to which Executive is subjectsubject and Executive further represents and warrants that Executive believes that Executive is not now in breach of any such agreement, contract or instrument to which Executive is a party.
(vi) Executive has obtained advice from persons is not a party to or bound by any other than the Investors and their counsel regarding the tax effects of the transaction contemplated herebyemployment agreement, noncompete agreement or confidentiality agreement.
(evii) Executive is a resident of the State of Florida.
(d) As an inducement to the Company to issue the Executive Stock to Executive, and as a condition thereto, Executive acknowledges and agrees that (i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding to terminate Executive's employment as contemplated by this Agreement at any time for any reason and (ii) he will take (or omit to take) all such actions as are necessary so that the fact that representation and warranty made by Executive is not a named party thereto.
(hand contained in Section 1(c)(v) remain true and correct at all times as if such representation and warranty were remade by Executive represents and warrants to on each date following the Company and the Investors that he has not entered and will not during the term date of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereofAgreement.
Appears in 1 contract
Sources: Senior Management Agreement (Answer Think Consulting Group Inc)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 5,605.97 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.01 per share. The Company shall deliver to Executive a copy of the certificates certificate representing such shares of Common StockStock (subject to Section 1(b) below), and Executive shall deliver to the Company a cashier's or certified check or wire transfer in the aggregate amount of funds in the$56.06.
(b) The 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 Executive and the other holder(s) of Executive Stock. Upon the occurrence of a Sale of the Company or a Public Offering, the Company shall hold each certificate representing Executive Stock until such time as deliver the certificates for the Executive Stock represented by such certificate is released from the pledge to the Company, if any, and is fully vested hereunderrecord holders thereof.
(c) Within 30 thirty (30) days after Executive purchases any Executive Stock from the Company, Executive shall may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and with respect to any such purchase in the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(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 ’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 or management employee of the CompanyCompany or its Subsidiaries, is sophisticated an “accredited investor” as defined in Rule 501(a) under Regulation D promulgated under the Securities Act, and, by reason of his business and financial experience, and the business and financial experience of those retained by or on behalf of Executive to advise him with respect to his subscription for the Executive Stock being purchased hereunder, Executive, together with such advisors, has such knowledge, sophistication and experience in business and financial matters and is able so as to evaluate be capable of evaluating the risks and benefits of the investment in the Executive Stock.
(iii) Executive is able to bear the economic risk of his Executive’s 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 and his advisors have 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 Executive 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and/or its Subsidiaries or affect the right of the Company to terminate Executive’s employment at any time;
(ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and deliveredSubsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive’s employment with the Company and Executive.its Subsidiaries or as otherwise provided hereunder; and
(giii) The Company acknowledges that Executive is given certain contractual preemptive rights, together with he shall be bound by the Investors, obligations set forth in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party theretoSection 6 hereof.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall will purchase, and the Company shall will sell, 10,000 700,000 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.01 per share. The Company shall will deliver to Executive a copy of the certificates representing such shares of Common Executive Stock, and Executive shall will deliver to the Company a cashier's or certified check or wire transfer of funds in thethe aggregate amount of $7,000.
(b) During the period from the date of this Agreement through and including the six-month anniversary of the date of this Agreement (or such later date approved in writing by the Board), Executive may, upon not less than three business days notice to the Board, purchase, and the Company will sell, up to 50,000 shares (or such other numbers as contemplated by Section 19 of the Shareholders Agreement) of convertible Preferred at a price of $3.00 per share. The Company shall hold each certificate will deliver to Executive the certificates representing such shares of Convertible Preferred purchased by Executive, and Executive Stock until such time as the Executive Stock represented by such certificate is released from the pledge will deliver to the Company, if any, and is fully vested hereunderCompany a cashier's or certified check or wire transfer of funds in the aggregate amount equal to the number of shares of Convertible Preferred being purchased multiplied by $3.00.
(c) Within 30 days after Executive purchases any Executive Common Stock pursuant to Section 1(a) from the Company, Executive shall will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and in the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(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 will be acquired for Executive's own account and not with a view to, or intention of, distribution thereof in violation of the 1933 Securities Act, or any applicable state securities laws, and the Executive Stock shall will not be disposed of in contravention of the 1933 Securities Act or any applicable state securities laws.
(ii) Executive is an executive officer "accredited investor" and a sophisticated investor for purposes of the Company, is sophisticated in financial matters applicable foreign and U.S. federal and state securities laws and regulations 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 Securities Act and, therefore, cannot be sold unless subsequently registered under the 1933 Securities 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 Agreement and each of the other agreements contemplated hereby and by the Purchase Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its termsterms and Executive's employment by the Company, and the execution, delivery and performance of this Agreement and such other agreements by Executive does not and shall and, to the knowledge of Executive, will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party (including, but not limited to, any agreement referred to in clause (vi) below) or any judgment, order or decree to which Executive is subjectsubject and Executive further represents and warrants that Executive believes that Executive is not now in breach of any such agreement, contract or instrument to which Executive is a party.
(vi) Executive has obtained advice from persons other than Except for agreements which are the Investors and their counsel regarding the tax effects subject of the transaction contemplated herebylitigation with KPMG Peat Marwick as disclosed on Schedule 5G to the ----------- Purchase Agreement, Executive is not a party to or bound by any other employment agreement, noncompete agreement or confidentiality agreement.
(vii) Executive is a resident of the State of Florida.
(e) As an inducement to the Company to issue the Executive Stock to Executive, and as a condition thereto, Executive acknowledges and agrees that (i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and Subsidiaries or affect the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities right of the Company notwithstanding to terminate Executive's employment as contemplated by this Agreement at any time for any reason and (ii) he will take (or omit to take) all such actions as are necessary so that the fact that representation and warranty made by Executive is not a named party thereto.
(hand contained in Section 1(d)(v) remain true and correct at all times as if such representation and warranty were remade by Executive represents and warrants to on each date following the Company and the Investors that he has not entered and will not during the term date of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereofAgreement.
Appears in 1 contract
Sources: Senior Management Agreement (Answer Think Consulting Group Inc)
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall purchase, and the Company shall sell, 10,000 8,408.95 shares of Class A Common Stock at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.01 per share. The Company shall deliver to Executive a copy of the certificates certificate representing such shares of Common StockStock (subject to Section 1(b) below), and Executive shall deliver to the Company a cashier's or certified check or wire transfer in the aggregate amount of funds in the$84.09.
(b) The 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 Executive and the other holder(s) of Executive Stock. Upon the occurrence of a Sale of the Company or a Public Offering, the Company shall hold each certificate representing Executive Stock until such time as deliver the certificates for the Executive Stock represented by such certificate is released from the pledge to the Company, if any, and is fully vested hereunderrecord holders thereof.
(c) Within 30 thirty (30) days after Executive purchases any Executive Stock from the Company, Executive shall may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and with respect to any such purchase in the equivalent election with the State form of CaliforniaAnnex A attached hereto.
(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 ’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 or management employee of the CompanyCompany or its Subsidiaries, is sophisticated an “accredited investor” as defined in Rule 501(a) under Regulation D promulgated under the Securities Act, and, by reason of his business and financial experience, and the business and financial experience of those retained by or on behalf of Executive to advise him with respect to his subscription for the Executive Stock being purchased hereunder, Executive, together with such advisors, has such knowledge, sophistication and experience in business and financial matters and is able so as to evaluate be capable of evaluating the risks and benefits of the investment in the Executive Stock.
(iii) Executive is able to bear the economic risk of his Executive’s 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 and his advisors have 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 Executive 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 Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) As an inducement to the Company to issue the Executive Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and/or its Subsidiaries or affect the right of the Company to terminate Executive’s employment at any time;
(ii) the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and deliveredSubsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive’s employment with the Company and Executive.its Subsidiaries or as otherwise provided hereunder; and
(giii) The Company acknowledges that Executive is given certain contractual preemptive rights, together with he shall be bound by the Investors, obligations set forth in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party theretoSection 6 hereof.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Purchase and Sale of Executive Stock. (a) Upon execution of this Agreement, Executive shall will purchase, and the Company shall sell, 10,000 will sell 2,500 shares of Class A P Common at a price per share of $20.25 and 22,500 shares of Common at a price of $10.00 per share and 2,500 shares of Class B Common at a price of $10.00 0.25 per share. The Company shall will deliver to Executive a copy of of, and a receipt for, the certificates certificate representing such shares of Class P Common Stockand Common, and Executive shall will deliver to the Company a cashier's or certified check or wire transfer of funds in thethe amount of $250.00 and a promissory note in the form of attached hereto in an aggregate principal amount of $56,000 (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) 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 will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and there under in the equivalent election with the State form of CaliforniaExhibit A attached hereto.
(dc) 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 will 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 will 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 reviewed, or has had an opportunity to review, a copy of the Stock Purchase Agreement, dated October 12, 1993, between the Company, Solaray, Inc., a Utah corporation ("Solaray") and ▇▇▇▇▇ ▇. ▇▇▇▇ ("Seller") pursuant to which the Company acquired all of the stock of Solaray and Executive is familiar with the transactions contemplated thereby. 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 loan agreements, notes and related documents with the Company's lenders lenders; and equity investors(C) the Company's pro forma balance sheet dated as of the date hereof.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vid) As an inducement to the Company to issue the Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) Stock to Executive, as a condition thereto, Executive acknowledges and agrees that that:
(i) neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.Subsidiaries or affect the right of the Company to terminate Executive's employment at any time for any reason; and
(fii) The the Company shall have no duty or obligation to disclose to Executive, and Executive shall have no right to be advised of, any material information regarding the Company and Executive acknowledge and agree that this Agreement has been executed and deliveredits Subsidiaries at any time prior to, and the Executive Stock has been issued hereunder, upon or in connection with and as a part the repurchase of Executive Stock upon the compensation and incentive arrangements between termination of Executive's employment with the Company and Executiveits Subsidiaries or as otherwise provided hereunder.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.
Appears in 1 contract
Sources: Executive Stock Agreement (Nutraceutical International Corp)
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 reviewed, or has had an opportunity to review, a copy of the Asset Purchase Agreement (the "Asset Purchase Agreement") between the Company, National Education Centers, Inc. ("Seller") and National Education Corporation pursuant to which the Company is acquiring certain of the assets of Seller, and Executive is familiar with the transactions contemplated thereby. 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; and (C) the Company's Private Placement Memorandum for a $2.5 million Equity Investment dated April 21, 1995.
(v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.
(vi) Executive has obtained advice from persons other than the Investors and their counsel regarding the tax effects of the transaction contemplated hereby.
(e) Executive acknowledges and agrees that neither the issuance of the Executive Stock to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company and its Subsidiaries.
(f) The Company and Executive acknowledge and agree that this Agreement has been executed and delivered, and the Executive Stock has been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive.
(g) The Company acknowledges that Executive is given certain contractual preemptive rights, together with the Investors, in the Purchase Agreement (paragraph 3J) with respect to future issuances of equity securities of the Company notwithstanding the fact that Executive is not a named party thereto.
(h) Executive represents and warrants to the Company and the Investors that he has not entered and will not during the term of this Agreement enter into any agreement with any of the other Executives with respect to the voting of his or their shares or the sharing of the economic benefits thereof.or
Appears in 1 contract
Sources: Executive Stock Agreement (Corinthian Colleges Inc)