Common use of Purchase of Restricted Shares Clause in Contracts

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 Registration Agreement, and shall be subject to restrictions on transfer and the other provisions of such agreements; provided, however, that the repurchase rights of the Company and MDCP in paragraph 5 hereof shall not be considered a “Transfer” for purposes of Section 3 of the Stockholders Agreement. As a condition to the Company’s issuance of the Restricted Shares to you in accordance with paragraph 2, you agree to execute a joinder to each of the Stockholders Agreement and the Registration Agreement to evidence your becoming a party to such Agreements with respect to the Restricted Shares.

Purchase of Restricted Shares. (a) Upon execution of this Agreement, you shall purchase 2,000 Restricted Shares from the Company for [$ ] $10.00 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 you, at your option (i) by check payable to the Company or (ii) by wire transfer to an account specified by 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 Registration Agreement, and shall be subject to restrictions on transfer and the other provisions of such agreements; provided, however, that the repurchase rights of the Company and MDCP in paragraph 5 hereof shall not be considered a “Transfer” for purposes of Section 3 of the Stockholders Agreement. As a condition to the Company’s issuance of the Restricted Shares to you in accordance with paragraph 2, you agree to execute a joinder to each of the Stockholders Agreement and the Registration Agreement to evidence your becoming a party to such Agreements with respect to the Restricted Shares.

Purchase of Restricted Shares. (a) Upon execution of this Agreement, you shall purchase 5,000 Restricted Shares from the Company for [$ ] $.25 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 Registration Agreement, and shall be subject to restrictions on transfer and the other provisions of such agreements; provided, however, that the repurchase rights of the Company and MDCP in paragraph 5 hereof shall not be considered a “Transfer” for purposes of Section 3 of the Stockholders Agreement. As a condition to the Company’s issuance of the Restricted Shares to you in accordance with paragraph 2, you agree to execute a joinder to each of the Stockholders Agreement and the Registration Agreement to evidence your becoming a party to such Agreements with respect to the Restricted Shares.

Purchase of Restricted Shares. (a) Upon execution Subject to the terms and conditions of this ----------------------------- Agreement, you shall Purchaser agrees to purchase Restricted Shares from the Company for [$ ] and the Company agrees to sell to Purchaser, at the per Share share price of ten dollars per share ($10.00), a total of two thousand (2,000) shares of Common Stock of the Company (the “Original Cost”"RESTRICTED SHARES"), which shares shall be subject to for an aggregate purchase price of twenty thousand dollars ($20,000.00) (the vesting and forfeiture provisions set forth in this Agreement"PURCHASE PRICE"). The Original Cost shall be paid by you by check payable to the Company. As soon as practicable after the execution purchase 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 by Purchaser will take place at the custody principal offices of the Company on November __, 1997 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 time 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 place as may be reasonably requested from mutually agreed upon by Purchaser (which time and place are designated the "CLOSING"). The Company will deliver to time by the Committee to effectuate the terms of this Agreement. (c) As Purchaser 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 Closing one or more certificate(s) representing his 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 against delivery to the Company prior to by Purchaser at the vesting Closing 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 cash 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 a check or funds reasonably acceptable to the Stockholders Agreement and “Registrable Securities” under Company in the Registration Agreement, and shall be subject to restrictions on transfer and the other provisions of such agreements; provided, however, that the repurchase rights aggregate amount of the Purchase Price. The Restricted Shares, when issued, will be duly and validly issued, fully paid and nonassessable. The Company and MDCP in paragraph 5 hereof shall not be considered a “Transfer” for purposes of Section 3 of will place legends on the Stockholders Agreement. As a condition to the Company’s issuance of certificates represented by the Restricted Shares to you as required by applicable securities laws, including a legend in accordance with paragraph 2form substantially as follows: THESE SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, you agree to execute a joinder to each of the Stockholders Agreement and the Registration Agreement to evidence your becoming a party to such Agreements with respect to the Restricted SharesAS AMENDED, NOR WITH ANY STATE SECURITIES ADMINISTRATOR UNDER ANY STATE SECURITIES OR BLUE SKY LAW. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND TRANSFER OF THESE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSFER, SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATES SECURITIES OR BLUE SKY LAW. BY ACQUIRING THESE SHARES OF COMMON STOCK, EACH HOLDER REPRESENTS THAT HE HAS ACQUIRED THE SAME FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES OF COMMON STOCK WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAW AND THE RULES AND REGULATIONS THEREUNDER. SAID SHARES ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS IN THE COMPANY AS DESCRIBED IN A STOCK PURCHASE AND RESTRICTION AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.