Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the Investors, and the Investors agree to purchase from the Company, $5,500,000 of Common Stock at the IPO Price, with each Investor purchasing Common Stock in a dollar amount equal to the Respective Investment Amount opposite such Investor’s name on Schedule 1 to this Agreement. The respective number of shares of Common Stock to be sold by the Company and purchased by each Investor hereunder (collectively, the “Shares”) shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s name on Schedule 1 hereto by the IPO Price (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to be purchased by an Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the time of the closing of the IPO by wire transfer of immediately available funds to the account specified in writing by the Company to the Investors, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors of the Shares, which Shares shall be uncertificated and shall be registered in the names of the Investors on the books of the Company by the Company’s transfer agent. (b) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
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Samples: Common Stock Purchase Agreement (Zillow Inc), Common Stock Purchase Agreement (Zillow Inc)
Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the InvestorsInvestor, and the Investors agree Investor agrees to purchase from the Company, up to $5,500,000 100.0 million of Class C Common Stock (the “Investment Amount”) at the IPO PricePrice less the amount that will represent underwriting discounts and commissions, with in each Investor purchasing Common Stock in a dollar amount equal case on the terms and subject to the Respective condition set forth in this Agreement; provided, however, that each of the Investor and the Company shall be entitled to decrease the Investment Amount opposite such Investor’s name on Schedule 1 in their sole discretion at any time prior to this Agreementthe effectiveness of the Registration Statement. The respective number of shares of Class C Common Stock to be sold by the Company and purchased by each the Investor hereunder (collectively, the “Shares”) shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s name on Schedule 1 hereto (as adjusted as necessary pursuant to the proviso in the preceding sentence) by the IPO Price less the amount that will represent underwriting discounts and commissions (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to be purchased by an Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the time of the closing of the IPO Closing (as defined below) by wire transfer of immediately available funds to the account specified in writing by the Company to the InvestorsInvestor no less than three business days prior to the IPO Closing Date, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors Investor of the Shares, which Shares shall be uncertificated and shall be registered in the names name of the Investors Investor on the books of the Company by the Company’s transfer agent.
(b) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
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Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the InvestorsInvestor, and the Investors agree Investor agrees to purchase from the Company, $5,500,000 10,000,000 (Ten Million Dollars) of Common Stock (the “Investment Amount”) at the IPO Price; provided, however, that if the IPO Price exceeds the highest point of the price range (the “Maximum Price”) set forth in the Registration Statement which includes the preliminary prospectus filed with each the SEC in connection with the IPO, then the Investor purchasing Common Stock in a dollar amount equal to shall purchase the Respective Investment Amount opposite at the Maximum Price (such Investor’s name on Schedule 1 purchase price per share to be paid by the Investor pursuant to this Agreementsentence, the “Per Share Purchase Price”). The respective number of shares of Common Stock to be sold by the Company and purchased by each the Investor hereunder (collectively, the “Shares”) shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s name on Schedule 1 hereto by the IPO Per Share Purchase Price (rounded down to the nearest whole share). Payment of the aggregate purchase price (which shall be equal to the total number of Shares to be purchased by an Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the time of the closing of the IPO Closing (as defined below) by wire transfer of immediately available funds to the account specified in writing by the Company to the InvestorsInvestor, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors Investor of the Shares, which Shares shall be uncertificated and shall be registered in the names name of the Investors Investor on the books of the Company by the Company’s transfer agent.
(b) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
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Samples: Common Stock Purchase Agreement (Heritage Insurance Holdings, LLC)
Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the InvestorsInvestor, and the Investors agree Investor agrees to purchase from the Company, in the aggregate, (a) $5,500,000 25.0 million of Common Stock at or (b), if a $25.0 million purchase of Common Stock by the IPO PriceInvestor would result in the Investor possessing the right to vote Company securities that in the aggregate represent more than 24.99% of the outstanding voting power of the Company immediately after the Financing (the “Aggregate Ownership Threshold”), with each the dollar amount below $25.0 million that results in the Investor purchasing Common Stock in a dollar amount equal up to the Respective Aggregate Ownership Threshold (the “Investment Amount opposite such Investor’s name on Schedule 1 Amount”), in each case at the IPO Price pursuant to this Agreementa private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Section 4(a)(2) or Rule 506 of Regulation D promulgated under the Securities Act. The respective number of shares of Common Stock to be sold by the Company and purchased by each the Investor hereunder (collectively, the “Shares”) shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s name on Schedule 1 hereto by the IPO Price (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to be purchased by an the Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the time of immediately following the closing of the IPO by wire transfer of immediately available funds to the account specified in writing by the Company to the InvestorsInvestor, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors Investor of the Shares, which Shares shall be uncertificated and shall be registered in the names name of the Investors Investor on the books of the Company by the Company’s transfer agent.
(b) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
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Samples: Common Stock Purchase Agreement (Remitly Global, Inc.)
Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the Investors, and the Investors agree to purchase from the Company, $5,500,000 Enter Dollar Amount of Common Stock at the IPO Price, with each Investor purchasing Common Stock in a dollar amount equal to the Respective Investment Amount opposite such Investor’s 's name on Schedule 1 to this Agreement. The respective number of shares of Common Stock to be sold by the Company and purchased by each Investor hereunder (collectively, the “"Shares”") shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s 's name on Schedule 1 hereto by the IPO Price (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to be purchased by an Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “"Purchase Price”") shall be made at the time of the closing of the IPO by wire transfer of immediately available funds to the account specified in writing by the Company to the Investors, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors of the Shares, which Shares shall be uncertificated and shall be registered in the names of the Investors on the books of the Company by the Company’s 's transfer agent.
(b) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
Appears in 1 contract
Samples: Common Stock Purchase Agreement
Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the InvestorsInvestor, and the Investors agree Investor agrees to purchase from the Company, up to $5,500,000 10.0 million of Common Stock (or such lesser amount that is requested by the Company) (the “Investment Amount”) at the IPO PricePrice pursuant to a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in accordance with each Rule 506 of Regulation D promulgated under the Securities Act; provided, however, that in the event the purchase by the Investor purchasing of the full Investment Amount would result in the Investor owning the Maximum Ownership Percentage or more of the outstanding Common Stock in a dollar amount equal to following consummation of the Respective IPO and the Financing, then the Investment Amount opposite shall be reduced to an amount that results in the ownership by the Investor of less than the Maximum Ownership Percentage of the outstanding Common Stock following consummation of the IPO and the Financing. The “Maximum Ownership Percentage” shall be 17.5% or such lesser percentage as advised in good faith and in writing by the Investor’s name on Schedule 1 certified public accountants that would not require the Investor to this Agreementinclude in its financial statements its portion of the Company’s financial results. The respective number of shares of Common Stock to be sold by the Company and purchased by each the Investor hereunder (collectively, the “Shares”) shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s name on Schedule 1 hereto (as adjusted as necessary pursuant to the proviso in the preceding sentence) by the IPO Price (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to be purchased by an Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the time of the closing of the IPO Closing (as defined below) by wire transfer of immediately available funds to the account specified in writing by the Company to the InvestorsInvestor, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors Investor of the Shares, which Shares shall be uncertificated and shall be registered in the names name of the Investors Investor on the books of the Company by the Company’s transfer agent.
(b) The closing of the sale and purchase of the Shares (the “Closing”) will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
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Samples: Common Stock Purchase Agreement (Sutro Biopharma Inc)
Sale and Issuance of Stock. (a) The Company agrees to issue and sell to the Investors, and the Investors agree to purchase from the Company, $5,500,000 of Common Stock at the IPO Price, with each Investor purchasing Common Stock in a dollar amount equal to the Respective Investment Amount opposite such Investor’s 's name on Schedule 1 to this Agreement. The respective number of shares of Common Stock to be sold by the Company and purchased by each Investor hereunder (collectively, the “"Shares”") shall equal the number of shares determined by dividing the Respective Investment Amount opposite such Investor’s 's name on Schedule 1 hereto by the IPO Price (rounded down to the nearest whole share). Payment of the purchase price (which shall be equal to the total number of Shares to be purchased by an Investor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “"Purchase Price”") shall be made at the time of the closing of the IPO by wire transfer of immediately available funds to the account specified in writing by the Company to the Investors, subject to the satisfaction of the conditions set forth in this Agreement. Payment of the Purchase Price for the Shares shall be made against delivery to the Investors of the Shares, which Shares shall be uncertificated and shall be registered in the names of the Investors on the books of the Company by the Company’s 's transfer agent.
(b) The closing of the sale and purchase of the Shares (the “"Closing”") will take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 concurrently with the closing of the IPO.
Appears in 1 contract
Samples: Common Stock Purchase Agreement