Pursuant to the Stock Sample Clauses

Pursuant to the Stock. Purchase Agreement, (a) the Pledgor issued to the Pledgee the $16,250,000 Purchase Note as part of the purchase price for the Shares and (b) the Pledgor would have been obligated, under certain circumstances, to issue an additional Note in a principal amount up to $2,500,000. The Purchase Note and the Additional Note are referred to collectively in the Pledge Agreement as the Notes. The Pledgor did not become obligated to issue an Additional Note to the Pledgee, and, pursuant to the December 1998 Amendment, the principal amount of the Purchase Note (after giving effect to the conversion of a portion of the principal amount into 7,000,000 shares of the Pledgor's Common Stock) is being reduced to $5,560,000. A copy of the amended Purchase Note (the "Amended Note") is attached as EXHIBIT A to the December 1998 Amendment.
Sample 1
AutoNDA by SimpleDocs
Pursuant to the Stock. Option awards approved by the ------------ directors of the Corporation on May 14, 1997, the Corporation hereby grants to the Director an option to purchase 3,000 shares of the authorized and unissued common stock of the Corporation at a price of $4.85 per share (the "Option"). Commencing on the first anniversary of the date of this Agreement, the Option may be exercised only to the extent of twenty-five percent of the total number of shares covered by this Option in any year. An additional twenty-five percent of the total number of shares covered by this Option may be exercised on each successive anniversary of the date of this Agreement. The provisions of this paragraph 1 are limited as otherwise provided in paragraph 4. The Corporation may accelerate this vesting schedule in its discretion.
Sample 1
Pursuant to the Stock. Pledge Agreement, Lender has been granted a valid security interest in the shares of stock of [each Credit Party] pledged thereunder which security interest has been perfected by the delivery to Lender of the certificates evidencing such pledged shares.
Sample 1
Pursuant to the Stock. Purchase Agreement, the combined purchase price for the stock of ACE and ACP is the sum of $31.5 million plus the Balancing Payment--the sum of $18 million plus 57.143% of the Balancing Payment attributable to the ACE stock and the sum of $13.5 million plus 42.857% of the Balancing Payment attributable to the stock of ACP. The parties will pay this purchase price to Amoco in the following manner: Waltxx Xxxdings will pay the sum of $18 million plus 57.143% of the Balancing Payment to Amoco for 100% of the stock of ACE and Nuevo Holdings will pay the sum of $13.5 million plus 42.857% of the Balancing Payment to Amoco for 100% of the stock of ACP.
Sample 1
Pursuant to the Stock. Option Agreement (and the Old Agreement) the Options are comprised of an Option A, a Group 1 Option, a Group 2 Option and a Group 3 Option, in each case as defined in the Stock Option Agreement (and the Old Agreement), and the Group 1 Option, Group 2 Option and Group 3 Option are sometimes collectively referred to therein and herein as the "B Options." The terms and conditions of the Options relating to the vesting thereof are hereby amended, effective as of the date of this Agreement, as provided below in this Section 5(a).
Sample 1
Pursuant to the Stock. Purchase Agreement NDHI shall issue to Put Holder a total of 375,000 shares of no par value common stock of NDHI (the "Installment Shares") in three installments; the first installment of 125,000 shares at Closing, the second installment of 125,000 shares on the one year anniversary of the Closing Date, and the third installment of 125,000 shares on the two year anniversary of the Closing Date. For the consideration set forth in the Stock Purchase Agreement, Put Holder and NDHI agree as follows:
Sample 1
Pursuant to the Stock. Option Plan of the Corporation, as amended from time to time (the “Plan”), the Corporation hereby grants to the Optionee on the date hereof (the “Grant Date”) the option (the “Option”) to purchase up to _________ common shares (the “Common Shares”) of the authorized and unissued capital stock of the Corporation, as presently constituted, for cash, at a price of US$_________ per Common Share, upon the terms and conditions set out herein. The Option is not intended to qualify as an incentive stock option within the meaning of Section 422(b) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the provisions hereof shall be construed consistent with that intent.
Sample 1
AutoNDA by SimpleDocs
Pursuant to the Stock. Option Agreement, the Company granted to Purchaser an irrevocable option (the "Stock Option") to purchase up to the number of Shares (the "Option Shares") that, when added to the number of Shares owned by Purchaser and its affiliates following the consummation of the Offer, would constitute 90% of the Shares then outstanding 2
Sample 1
Pursuant to the Stock. Option awards approved by the ------------ directors of the Corporation on August 7, 1997, the Corporation hereby grants to Consultant an option to purchase 2,000 shares of the authorized and unissued common stock of the Corporation at a price of $4.85 per share (the "Option").
Sample 1

Related to Pursuant to the Stock

  • Exercise of the Stock Option No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any vested portion of the Stock Option will be subject to the terms and conditions of the Plan and shall be in writing or by electronic notice, signed (including electronic signature in form acceptable to the Administrator) by the Optionee or a transferee (if permitted by the Administrator), if any (or in such other form as is acceptable to the Administrator). Each such exercise election must be received by the Company at its principal office or by such other party as the Administrator may prescribe and be accompanied by payment in full as provided in the Plan, including, for the avoidance of doubt to the extent required by Luxembourg law, the payment by the Optionee to the Company of an additional amount in cash equal to the aggregate par value of the shares of Stock to be delivered in respect of the portion of the Stock Option so exercised at the time of the exercise of the Stock Option. The exercise price may be paid (i) by cash or check acceptable to the Administrator, (ii) to the extent permitted by the Administrator, through a broker-assisted cashless exercise program acceptable to the Administrator, (iii) by such other means, if any, as may be acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. In the event that the Stock Option is exercised by a person other than the Optionee, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of such person to exercise the Stock Option and compliance with applicable securities laws. The latest date on which the Stock Option or any portion thereof may be exercised will be the 9th anniversary of the Date of Grant (the “Final Exercise Date”); provided, however, if at such time the Optionee is prohibited by applicable law or written Company policy applicable to similarly situated employees from engaging in any open-market sales of Stock, the Final Exercise Date will be automatically extended to thirty (30) days following the date the Optionee is no longer prohibited from engaging in such open-market sales. If the Stock Option is not exercised by the Final Exercise Date, the Stock Option or any remaining portion thereof will thereupon immediately terminate.

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Pursuant to the Company's customary policies in force at the time of payment, Executive shall be promptly reimbursed, against presentation of vouchers or receipts therefor, for all authorized expenses properly incurred by Executive on the Company's behalf in the performance of Executive's duties hereunder.

  • Adjustments to the Shares The applicable Warrant Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant shall each be subject to adjustment from time to time as provided in this Section 4.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Pursuant to the Securities Act The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-______), including any related prospectus or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated [●], that was included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement.

  • Registration Rights With Respect to the Securities (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within ten (10) Trading Days after the date on which the staff of the Commission advises the Company that the staff has no further comments on the Form 10-SB, a registration statement (on Form SB-2 or S-1, or such other form as the Company may reasonably deem appropriate) under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), in respect of the Investors, so as to permit a public offering and resale of the Securities under the Act by the Investors as selling stockholders and not as underwriters. The Company shall use its best efforts to cause such Registration Statement to become effective within ninety (90) days from the required filing date, or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness, but in any event no later than February 1, 2000. The number of shares designated in the Registration Statement to be registered shall include all the Warrant Shares, at least 200% of the shares issuable upon conversion of the Convertible Debenture assuming the Conversion Price were based upon the Market Price at the time of filing, and such number of shares as the Company deems prudent for the purpose of issuing shares of Common Stock as dividends on the Convertible Debenture, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within one Trading Day of such event. In the event that the number of shares so registered shall prove to be insufficient to register the resale of all of the Securities, then the Company shall be obligated to file, within thirty (30) days of notice from any Investor, a further Registration Statement registering such remaining shares and shall use diligent best efforts to prosecute such additional Registration Statement to effectiveness within ninety (90) days of the date of such notice.

  • Delivery of the Shares Delivery of the Firm Shares and the Optional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

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