Purchased Shares; Issuance of Options. (a) The Management Stockholder shall, subject to the terms and conditions hereinafter set forth, on or about October , 2004 (the "Investment Date"), be granted the opportunity to purchase, and the Management Stockholder shall contribute [$AMOUNT«C»] to the Company in cash in exchange for [NUMBER«D»] shares of Common Stock, at a per share purchase price of $500.00, which price is equal to the per share purchase price paid for shares of Common Stock by the KKR Millennium Fund, L.P., KKR Partners III, L.P. and KKR European Fund, Limited Partnership (together with KKR 1996 Fund L.P. and KKR Partners II, L.P., the "KKR Fund") and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners XXX-0, X.X., XXX Xxxxxxxx Xxxxxxxx XXX-0, X.X., XXX Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (together, the "DLJ Fund") in connection with the acquisition by certain subsidiaries of the Company of four businesses of Dynamit Nobel pursuant to a sale and purchase agreement by and among mg technologies ag, MG North America Holdings Inc. and certain subsidiaries of the Company dated as of April 19, 2004 (the "Purchase Agreement") (all such shares acquired by the Management Stockholder, the "Purchased Stock").
(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, and upon receipt by the Company of the Management Stockholder's contribution set forth in Section 1(a) and as of the Investment Date, (A) the Company shall issue to the Management Stockholder the New Time/Performance Option to acquire such number of shares of Common Stock as is equal to four times the number of Purchased Stock, at an exercise price of $500.00 per share, and the Parties shall execute a time/performance stock option agreement dated as of the Investment Date (the "Time/Performance Stock Option Agreement"), and deliver to each other copies thereof, concurrently with the issuance of the New Time/Performance Option. The New Time/Performance Option shall vest over time as to 50% of the shares of Common Stock subject to the New Time/Performance Option and shall vest, as to the remaining 50%, over time and in the event and to the extent certain performance targets are achieved, in each case, pursuant to the terms set forth in the Time/Performance Stock Option Agreement and in accordance with the Option Plan. .
(c) The Company shall have no obligation to sell any Purchased Stock to any...
Purchased Shares; Issuance of Options. (a) The Management Stockholder shall, subject to the terms and conditions hereinafter set forth, on or about the Investment Date, be granted the opportunity to purchase, and the Management Stockholder shall contribute [$AMOUNT«C»] to the Company in cash in exchange for [NUMBER«D»] shares of Common Stock, at a per share purchase price of $5.00, which price is equal to the per share purchase price paid by the KKR 1996 Fund L.P. and KKR Partners II, L.P. (together, the "KKR Fund") or any of its affiliates upon its acquisition of the business of Rockwood Specialties (all such shares acquired by the Management Stockholder, the "Purchased Stock").
(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, and upon receipt by the Company of the Management Stockholder's contribution set forth in Section 1(a) and as of the Investment Date, the Company shall issue to the Management Stockholder an Option to acquire [ times the number of Purchased Stock«I»] shares of Common Stock, at an exercise price of $5.00 per share, and the Parties shall execute and deliver to each other copies of the Stock Option Agreement concurrently with the issuance of the Option. Such Option shall vest over time as to 50% of the shares of Common Stock subject to the Option and shall vest, as to the remaining 50%, over time and in the event and to the extent certain performance targets are achieved, in each case pursuant to the terms set forth in the Stock Option Agreement and in accordance with the Option Plan.
(c) The Company shall have no obligation to sell any Purchased Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to him or her would constitute a violation of the securities or "blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the date hereof.
Purchased Shares; Issuance of Options. (a) The Management Stockholder hereby subscribes for and shall purchase, as of the Effective Date, and the Company shall issue and deliver to the Management Stockholder as of the Effective Date, [NUMBER] shares of Common Stock, at a per share purchase price of $25.00 (the “Base Price”), which price is equal to the effective per share purchase price paid by the Company for the shares of ITC in the Acquisition (all such shares acquired by the Management Stockholder, the “Purchased Stock”). The aggregate purchase price for all shares of the Purchased Stock is $[AMOUNT].
(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, and upon receipt by the Company of the Management Stockholder’s subscription price set forth in Section 1(a), as of the Effective Date the Company shall issue to the Management Stockholder an Option to acquire [NUMBER] shares of Common Stock, at an exercise price of $25.00 per share, and the Parties shall execute and deliver to each other copies of the Stock Option Agreement concurrently with the issuance of the Option.
(c) The Company shall have no obligation to sell any Purchased Stock to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to him or her would constitute a violation of the securities or “blue sky” laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the date hereof.
