Sale and Issuance of Class A Common Stock. (a) On or prior to the Closing (as defined below), (i) all issued and outstanding shares of preferred stock of the Company shall have converted into common stock and (ii) the Company shall adopt and file with the Secretary of State Delaware the Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the "Restated Certificate").
(b) On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance pursuant to this Agreement of 9,900,000 shares of its Class A Common Stock at a price of $11.00 per share. The Class A Common Stock shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.
(c) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing, 9,900,000 shares of the Company's Class A Common Stock for an aggregate purchase price of $108,900,000.
Sale and Issuance of Class A Common Stock. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from the Company at the Closing (as defined below) and the Company agrees to sell, convey, transfer, and issue to Purchaser, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an "Encumbrance"), at the Closing, the Shares at the Purchase Price as defied above.
Sale and Issuance of Class A Common Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase and the Corporation agrees to authorize the issuance of and to sell, issue and deliver to the Purchaser in the aggregate Six Hundred Sixty (660) shares of the Corporation's Class A Common Stock, for a purchase price of Two Hundred Twenty-Seven Dollars and Twenty-Seven Cents ($227.27) per share ("Shares") for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000.00).
Sale and Issuance of Class A Common Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing 12,500,000 shares of Class A Common Stock at a price of $4.00 per share for an aggregate purchase price of $50,000,000 (“Purchase Price”). The 12,500,000 shares of Class A Common Stock to be issued to the Purchaser at the Closing pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Class A Common Stock. (a) On or prior to the Closing (as defined below), the Company shall adopt and file with the Secretary of State Delaware the Restated Certificate of Incorporation (the "Restated Certificate") in the form attached as Exhibit 3.3 to the Registration Statement.
(b) On or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance pursuant to this Agreement of at least shares of its Class A Common Stock at a price equal to the public offering price per share of shares of Common Stock initially sold to the public pursuant to the Registration Statement. The Class A Common Stock shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.
(c) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing and the Company agrees to sell and issue to the Investor at the Closing, shares of the Company's Class A Common Stock for an aggregate purchase price of $ .
Sale and Issuance of Class A Common Stock. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly and severally, to purchase at the Closing (as defined below) that number of shares of Class A Common Stock set forth on such Purchaser’s signature page hereto, and the Company and the Selling Stockholders, severally and not jointly and severally, agree to sell and issue an aggregate of 1,090,000 shares of Class A Common Stock, which shall consist of (i) 770,000 shares of Class A Common Stock to be issued by the Company and (ii) 320,000 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”), which shall convert into an equal number of shares of Class A Common Stock upon transfer to the Purchasers in accordance with Section 1.1(d), set forth opposite such Selling Stockholders’ names on Annex A hereto, to the several Purchasers at the Closing, at a purchase price of $32.50 per share (the “Purchase Price”). The shares of Class A Common Stock (including the Class B Common Stock converted into Class A Common Stock) to be issued and sold by the Company and the Selling Stockholders to the Purchasers pursuant to this Agreement are collectively referred to herein as the “Shares.”
(b) The aggregate Purchase Price to be received by the Company and each of the Selling Stockholders shall be equal to the total number of Shares sold by such party multiplied by the Purchase Price.
(c) Notwithstanding the foregoing, nothing in this Agreement shall be construed to permit or require any Purchaser to purchase a number of Shares that would cause the Purchaser, together with any other person whose Company securities would be aggregated with the Purchaser’s Company securities for purposes of any banking regulation or law (or for purposes of any securities regulation or law or any NASDAQ rule), to (i) violate any banking regulation, (ii) file a prior notice under the Change in Bank Control Act (the “CIBC Act”), or otherwise seek prior approval of any banking regulator, (iii) become, or be required to register as, a bank holding company or otherwise serve as a source of strength for the Company or any Subsidiary, or (iv) cause the Purchaser, together with any other person whose Company securities would be aggregated with the Purchaser’s Company securities for purposes of any banking regulation or law (or for purposes of any securities regulation or law or any NASDAQ rule), to collectively be deemed to own, control or have the powe...
Sale and Issuance of Class A Common Stock. On or prior to the Closing (as defined below), (i) all issued and outstanding shares of preferred stock of the Company shall have converted into common stock and (ii) the Company shall adopt and file with the Secretary of State Delaware the Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the "Restated Certificate").
Sale and Issuance of Class A Common Stock. Subject to the terms and conditions of this Agreement, each Investor (or its designated affiliate or co-investor), severally and not jointly, agrees to purchase from the Company, and the Company agrees to sell and issue to each Investor, the Shares (as defined below) applicable to such Investor at a price per share equal to the per share initial public offering price of the Company’s Class A Common Stock (before underwriting discounts and expenses) in the Qualified IPO (as defined below) (the “IPO Price”) at the Closing (as defined below). “Shares” shall mean with respect to a particular Investor such number of shares of the Company’s Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), equal to the Subscription Amount (as defined below) of such Investor divided by the IPO Price, rounded up the nearest whole share. “Subscription Amount” shall mean with respect to a particular Investor the dollar amount set forth opposite such Investor’s name on Schedule A hereto. “Qualified IPO” shall mean the issuance and sale of shares of the Class A Common Stock by the Company, pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among the Company and certain underwriters (the “Underwriters”), in connection with the Company’s contemplated initial public offering pursuant to the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
