Purchase of Subject Shares Sample Clauses

Purchase of Subject Shares. (a) Each Stockholder hereby grants Sub an irrevocable option (the "Option") to purchase all of the Subject Shares owned by him or it for a purchase price per share equal to $70.00 (as such amount may be adjusted to appropriately reflect any Adjustment Events, the "Original Offer Price"). The Option may be exercised in whole (but not in part) at any time after the date hereof and on or prior to the first anniversary of the date hereof (such first anniversary, the "Option Expiration Date") in the event that (i) a Specified Event (as defined in Section 1(b) below) shall have occurred on or prior to the Option Expiration Date and (ii) the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") with respect to the exercise of the Option shall have expired or been terminated.
Sample 1
AutoNDA by SimpleDocs
Purchase of Subject Shares. For an aggregate purchase price of $1,953,866 (the “Purchase Price”) to be paid by wire transfer of immediately available funds to or at the direction of the Seller in accordance with wiring instructions to be provided by the Seller on such business day that is designated by the Seller in writing to the Purchaser upon at least three (3) business days’ prior written notice that shall occur following the pricing and not later than the closing of the IPO (the “Closing Date”), the Seller hereby sells and transfers the Subject Shares to the Purchaser, and the Purchaser hereby purchases the Subject Shares from the Seller, subject to forfeiture as described herein, on the terms and subject to the conditions set forth in this Agreement. The Seller and the Purchaser agree that $1,950,000 of the Purchase Price shall be allocated to the purchase of the Private Shares at a purchase price of $10.00 per share and the remaining $3,866 of the Purchase Price shall be allocated to the purchase of the Founder Shares at a purchase price of $0.0043 per share. The payment of the Purchase Price to the Seller on the Closing Date shall occur substantially concurrently with the funding of the purchase price contemplated under that certain letter agreement, dated November 30, 2021 (the “Subscription Agreement”), entered into between the Purchaser, as the seller thereunder, and Double H byNordic Investments, LLC , as the purchaser thereunder, pursuant to which Double H byNordic Investments, LLC shall purchase limited liability company interests of the Purchaser representing indirect interests in the Subject Shares sold by the Seller to the Purchaser pursuant to this Agreement Concurrently with the Purchaser’s execution of this Agreement, the Seller shall, at its option, deliver to the Purchaser certificates registered in the Purchaser’s name representing the Subject Shares (the “Original Certificates”), or effect such delivery in book-entry form.
Sample 1
Purchase of Subject Shares. Subject to Section 4(b), upon the exercise of the Option with respect to the Subject Shares, Grantor shall, on the Closing Date, deliver any and all stock certificates representing the Subject Shares, duly endorsed for transfer to Option Holder, together with appropriate stock powers duly endorsed for transfer to Option Holder.
Sample 1
Purchase of Subject Shares. (a) Each Stockholder hereby grants Sub an irrevocable option (the "Option") to purchase all of the Subject Shares owned by him or it for a purchase price per share equal to $70.00 (as such amount may be adjusted to appropriately reflect any Adjustment Events, the "Original Offer Price"). The Option may be
Sample 1
Purchase of Subject Shares. Simultaneously with the execution and delivery hereof, the Seller is selling the Subject Shares to the Purchaser and the Purchaser is purchasing the Subject Shares from the Seller. In connection therewith, the Seller shall deliver one or more certificates representing the Subject Shares and assignments separate therefrom assigning the interest of the Seller in the Subject Shares to the Purchaser, or if such certificates are not in the possession of the Seller, an affidavit of the Seller reciting that such certificates has been lost or destroyed, as the case may be.
Sample 1
Purchase of Subject Shares. (a) On the Closing Date, the Principal Stockholders agree to sell, and Highland agrees to purchase from the Principal Stockholders an aggregate of 7,905,850 shares of OTMI Common Stock owned of record and beneficially by the Principal Stockholders (collectively, the "SUBJECT SHARES"). An aggregate of 2,635,284 Subject Shares shall be purchased from Berlin and an aggregate of 5,270,566 Subject Shares shall be purchased from Aurora.
Sample 1
Purchase of Subject Shares. (a) In consideration for the payment made pursuant to Section 2(b) below and the Services to be rendered to the Company during the Term of this Agreement, the Consultant shall be entitled to receive from the Company up to an aggregate of (i) 10,000,000 shares of Common Stock of the Company, less (ii) that number of shares of Common Stock representing 75% of any shares of Common Stock of the Company that may be issued to Axxx Xxxx in connection with a $500,000 secured loan made by such Person to the Company prior to the Effective Date (the “Subject Shares”). The Subject Shares shall be evidenced by one or more stock certificates of the Company registered in the name of the Consultant or the holders of members’ equity interests in the Consultant (the “Members”), as the Consultant may direct the 2 Company in writing. On the Effective Date of this Agreement the Company shall issue to the Consultant or its designated Members an aggregate of 5,000,000 of the Subject Shares which shall be deemed to be fully paid and earned by the Consultant.
Sample 1
AutoNDA by SimpleDocs
Purchase of Subject Shares. Subject to the terms and conditions of this agreement and the OSC Order (as defined below), the Vendor hereby covenants and agrees to sell, assign and transfer to the Corporation, and the Corporation hereby agrees to purchase for cancellation from the Vendor, on the Closing Date (as defined below), all of the Vendor's right, title and interest in and to 27,300,000 of the Subject Shares (the Purchased Shares) free and clear of any obligations or Encumbrances (as defined below).
Sample 1

Related to Purchase of Subject Shares

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Company (such consent to be given or withheld in its sole discretion), from and after the date hereof, each Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

  • Ownership of Subject Shares As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • Voting of Subject Shares Subject to the terms of this Agreement, each Shareholder hereby irrevocably and unconditionally agrees that, during the time this Agreement is in effect, at any annual or extraordinary general meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, such Shareholder shall, in each case to the fullest extent that its Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be counted as present thereat for purposes of determining a quorum, and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of its Subject Shares (i) in favor of any proposal recommended by the Company Board that is intended to facilitate the consummation of the Transactions, (ii) against any action or agreement that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Purchase Agreement or the Purchase Agreement Amendment, or of such Shareholder contained in this Agreement, or (B) result in any of the conditions set forth in Annex I of the Purchase Agreement not being satisfied on or before the End Date, and (iii) against any Alternative Acquisition Proposal (or any proposal relating to an Alternative Acquisition Proposal) and against any other proposed action, agreement or transaction involving the Company that would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the other Transactions, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company (other than the Offer or the other Transactions), (y) a sale, lease, license or transfer of a material amount of assets (including, for the avoidance of doubt, Company Intellectual Property Rights and capital stock of Subsidiaries of the Company) of the Company or any reorganization, recapitalization or liquidation of the Company or (z) any change in the present authorized capitalization of the Company or any amendment or other change to the Company Organizational Documents. Each Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters that are at any time or from time to time presented for consideration to the Company’s shareholder generally.

  • The Subject Shares Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”), free and clear of any liens or other encumbrances whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matter.

  • Subject Shares (a) The Stockholder agrees that (i) from the date hereof until the Closing Date, it shall not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect.

  • Legending and Registration of Subject Shares 12.1 The Subscriber hereby acknowledges that a legend may be placed on the certificates representing any of the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!