Purchase of Restricted Shares. Concurrently with execution of this Agreement, Employee has purchased the Restricted Shares and paid the purchase price of $0.01 per share (the “Purchase Price”). Concurrently with execution of this Agreement and payment of the Purchase Price, Employee shall also execute and deliver to Company an executed blank Stock Power of Attorney in the form attached hereto as Exhibit “A” with respect to the Restricted Shares.
Purchase of Restricted Shares. The Trust acknowledges that the Shares and the Underlying Shares have not been registered under the Securities Act or under any U.S. federal or state securities laws. The Trust (a) is acquiring the Shares pursuant to an exemption from registration under the Securities Act and with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. federal or state securities laws, (b) will not sell or otherwise dispose of any of the Shares or the Underlying Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. federal or state securities laws, and (c) including through such advisors that it may retain or consult, has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Purchase and of making an informed investment decision.
Purchase of Restricted Shares. Subject to Section 1(b) below, at the Closing (defined below), the Company shall issue and sell that number of Restricted Shares to the Buyer, at the Per Share Price (as defined below), equal to the Number of Shares (as defined on Schedule A hereto) as calculated and determined by reference to the definitions set forth on Schedule A hereto and the information set forth next to the Buyer’s name on Exhibit A to Schedule A hereto, which Number of Shares with respect to the Buyer shall be set forth on Exhibit A to Schedule A hereto next to the Buyer’s name at the IPO Closing, and the Buyer shall purchase the Number of Shares from the Company at the Per Share Price (the Per Share Price multiplied by the Number of Shares to be purchased by Buyer, the “Aggregate Purchase Price”). The per share purchase price (the “Per Share Price”) for the Restricted Shares shall be the same as the per share purchase price of the Registered Shares to be offered in the IPO of the Company, as set forth in the Company’s final prospectus relating thereto, as filed pursuant to Rule 424(b) under the 1933 Act (the “Final Prospectus”).
Purchase of Restricted Shares. (a) Upon execution of this Agreement, you shall purchase Restricted Shares from the Company for [$ ] per Share (the “Original Cost”), which shares shall be subject to the vesting and forfeiture provisions set forth in this Agreement. The Original Cost shall be paid by you by check payable to the Company. As soon as practicable after the execution of this Agreement, the Company shall direct that a stock certificate representing the Restricted Shares be registered in your name and issued to you. Such certificate shall be held in the custody of the Company or its designee until such Restricted Shares are no longer considered restricted and are released to you in accordance with paragraph 2(c).
(b) By executing this Agreement, you hereby irrevocably appoint the President, each Vice President, and the Secretary of the Company, and each of them, as your true and lawful attorney-in-fact, with power (i) to sign in your name and on your behalf stock certificates and stock powers covering the Restricted Shares and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement, and (ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being couple with an interest, is irrevocable. You agree to execute such stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the terms of this Agreement.
(c) As soon as practicable following the vesting of all Restricted Shares in accordance with this Agreement, and upon satisfaction of all other applicable conditions with respect to the Restricted Shares, the Company shall deliver or cause to be delivered to you a certificate or certificates for the Restricted Shares. Upon your written request to the Company prior to the vesting of all Restricted Shares, the Company shall deliver or cause to be delivered to you a certificate or certificates representing the number of vested Restricted Shares, if any, as of the date of such request.
(d) Within 30 days following the date hereof, you shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Annex A attached hereto.
(e) All of your vested Restricted Shares shall be subject to, and shall be “Stockholder Shares” under the Stockholders Agreement and “Registrable Securities” under the Regi...
Purchase of Restricted Shares. Subject to Section 1(b) below, at the Closing (defined below), the Company, as sponsor of the Issuer, will cause the Issuer to issue the Restricted Shares to the Company in exchange for, and as consideration for, an equal number of trust interests of the Company, as provided for in the Company’s Amended and Restated Operating Agreement, dated as of April 25, 2006 (the “Operating Agreement”), and the Company shall sell that number of Restricted Shares to the Buyer equal to the result of (i) the Aggregate Purchase Price (as defined below) divided by (ii) the Per Share Price (as defined below), and the Buyer shall purchase that number of Restricted Shares from the Company. The per share purchase price (the “Per Share Price”) for the Restricted Shares shall be the same as the per Share purchase price of the Registered Shares to be offered in the IPO of the Issuer, as set forth in the Prospectus. The aggregate purchase price (the “Aggregate Purchase Price”) for the Restricted Shares shall be Four Million Dollars ($4,000,000); provided, however, that in the event the Per Share Price would otherwise result in the issuance of a fraction of a Share, the Company shall sell and the Buyer shall purchase one more Restricted Share and the Aggregate Purchase Price to be paid by Buyer shall be increased accordingly. The Restricted Shares shall be sold at the Closing as hereinafter provided.
Purchase of Restricted Shares. Subject to Section 1(b) below, at the Closing (defined below), the Company shall issue and sell that number of Restricted Shares to the Buyer equal to the result of (i) the Aggregate Purchase Price (as defined below) divided by (ii) the Per Share Price (as defined below), and the Buyer shall purchase that number of Restricted Shares from the Company. The per share purchase price (the “Per Share Price”) for the Restricted Shares shall be the same as the per share purchase price of the Registered Shares to be offered in the IPO of the Company, as set forth in the Company’s prospectus relating to the IPO. The aggregate purchase price (the “Aggregate Purchase Price”) for the Restricted Shares shall be the aggregate amount of Capital Contributions required to be made to the Buyer by the members thereof on the Closing Date (as defined below) in accordance with the Buyer’s Operating Agreement as of the Closing Date. The Restricted Shares shall be sold at the Closing as hereinafter provided.
Purchase of Restricted Shares. Immediately upon the Grantee’s Termination of Employment, the Company will repurchase from the Grantee and the Grantee will sell to the Company all Restricted Shares (and deemed Restricted Shares) at price equal to $00.001 per Restricted Share. The price for other securities will be an equivalent measure to the foregoing price as determined by the Committee, in good faith. XXXXXXX
Purchase of Restricted Shares. In connection with the execution of this Agreement, ARCC offered to sell, and Executive purchased the number of shares set forth opposite Executive's name on Schedule A hereto, newly-issued shares of common stock, par value $S0.0001 per share ("Common Stock") of ARCC, at a price of $0.0001 per share, rounded up to the nearest $0.01 ("Restricted Share Purchase Price"), which shares are restricted, non-transferable and subject to repurchase by Employer (the "Restricted Shares") until vested in accordance with Section 3(c). Executive is not and shall not be entitled to vote with respect to any of such unvested Restricted Shares.
Purchase of Restricted Shares. On _________, _________, the Company sold to Holder and Holder purchased ______ shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) (such ______ shares and any additional shares issued in respect of the same being referred to as the “Restricted Shares”), pursuant to that certain Common Stock Purchase Agreement, dated ______, ______, between the Holder and the Company.
