Purchased Shares Clause Samples

Purchased Shares. The term "Purchased Shares" shall have the meaning set forth in the preface.

Purchased Shares. On the terms and subject to the fulfilment of the conditions of this Agreement, the Vendors agree to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendors at the Closing Time, all of the Purchased Shares.

Purchased Shares. The Purchased Shares will be, upon payment therefor by the Purchasers in accordance with this Agreement, duly authorized, validly issued, fully paid and non-assessable, free from all taxes, liens, claims, encumbrances with respect to the issuance of such Purchased Shares and will not be subject to any pre-emptive rights or similar rights.

Purchased Shares. Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined in Section 3.1), all of the issued and outstanding shares of capital stock of Split-Off Subsidiary (the “Shares”), as set forth in Exhibit B attached hereto.

Purchased Shares. The Company shall be prepared to deliver to ---------------- each of the Purchasers certificates in definitive form representing the number of Purchased Shares set forth opposite such Purchaser's name on Schedule 2.1 ------------ hereto, registered in the name of such Purchaser.

Purchased Shares. The Company shall have delivered to each of the Purchasers certificates in definitive form representing the number of Purchased Shares being purchased by such Purchaser pursuant hereto, registered in the name of such Purchaser.

Purchased Shares. Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser the Purchased Shares free and clear of all Encumbrances and the Purchaser covenants and agrees to purchase from the Vendor the Purchased Shares.

Purchased Shares. On the Award Date, the Company sold to the Employee and Employee purchased from the Company, the Purchased Shares set forth on Annex 1 for the price per Share set forth in Annex 1, subject to adjustment as set forth in paragraph 7 of the Note (as defined below). In consideration for the Purchased Shares, the Employee, concurrently with the execution of the Original Agreement as a condition to such purchase, (i) executed and delivered a promissory note (the “Note”) for the principal amount set forth on Annex 1, in the form attached hereto as Exhibit B, the payment of which is secured by a pledge of the Shares and additional shares of Common Stock as set forth in the Pledge Agreement (as defined herein), (ii) delivered a check payable to the Company in the amount of the par value of the Purchased Shares, and (iii) executed and delivered a Stock Pledge Agreement (the “Pledge Agreement”) in the form attached hereto as Exhibit C. The Shares are subject to the restrictions and other terms and conditions set forth herein, including without limitation, the forfeiture restrictions set forth in Article IV hereof. The certificates representing the Shares subject to the forfeiture restrictions under Article IV shall be held in escrow by the Secretary of the Company as provided in, and in accordance with, Article V. Upon the Award Date, Employee delivered to the Secretary of the Company ten (10) originals of a duly executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit A).

Purchased Shares. All of the issued and outstanding shares of capital stock of the Company have been, and the Purchased Shares will be, when issued against payment of the Aggregate Purchase Price, duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable Federal and state securities laws, the BCA and Articles of Incorporation and Bylaws, and such shares were not, or will not be, issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right.