Sale and Issuance of Stock. The Company agrees to issue and sell to the Investors, and the Investors agree to purchase from the Company, in the aggregate, $50.0 million of Common Stock (the “Investment Amount”) at the IPO Price pursuant to a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Rule 506 of Regulation D promulgated under the Securities Act. The number of shares of Common Stock to be sold by the Company and purchased by the Investors hereunder (the “Shares”) shall equal the number of shares determined by dividing the Investment Amount 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 the Investors, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the Closing (as defined below) 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 name of the applicable Investor on the books of the Company by the Company’s transfer agent. No later than two days prior to the Closing, the Investors shall deliver to the Company an updated Schedule A, setting forth the number of Shares to be purchased by each Investor and the corresponding portion of the Purchase Price to be paid by each such Investor in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Peloton Interactive, Inc.)
Sale and Issuance of Stock. The Company agrees to issue and sell to the InvestorsInvestor, and the Investors agree Investor agrees to purchase from the Company, in the aggregate, $50.0 [▪] million of Common Stock (the “Investment Amount”) at the IPO Price pursuant to a 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 number of shares of Common Stock to be sold by the Company and purchased by the Investors Investor hereunder (the “Shares”) shall equal the number of shares determined by dividing the Investment Amount 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 the InvestorsInvestor, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at immediately following the 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 name of the applicable Investor on the books of the Company by the Company’s transfer agent. No later than two days prior to the Closing, the Investors shall deliver to the Company an updated Schedule A, setting forth the number of Shares to be purchased by each Investor and the corresponding portion of the Purchase Price to be paid by each such Investor in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (SentinelOne, Inc.)
Sale and Issuance of Stock. The Company agrees to issue and sell to the Investors, and the Investors agree to purchase from the Company, in the aggregate, $50.0 90.0 million of Common Stock (the “Investment Amount”) at the IPO Price pursuant to a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Rule 506 of Regulation D promulgated under the Securities Act. The number of shares of Common Stock to be sold by the Company and purchased by the Investors hereunder (the “Shares”) shall equal the number of shares determined by dividing the Investment Amount 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 the Investors, as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the Closing (as defined below) 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 name of the applicable Investor on the books of the Company by the Company’s transfer agent. No later than two days prior to the Closing, the Investors shall deliver to the Company an updated Schedule A, setting forth the number of Shares to be purchased by each Investor and the corresponding portion of the Purchase Price to be paid by each such Investor in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (LEGALZOOM.COM, Inc.)
Sale and Issuance of Stock. The Company agrees to issue and sell to the InvestorsInvestors (or their Designated Affiliates (as defined below)), and the Investors (or their Designated Affiliates) agree to purchase from the Company, in the aggregate, $50.0 100.0 million of Common Stock (the “Investment Amount”) at the IPO Price pursuant to a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Rule 506 of Regulation D promulgated under the Securities Act. The number of shares of Common Stock to be sold by the Company and purchased by the Investors (or their Designated Affiliates) hereunder (the “Shares”) shall equal the number of shares determined by dividing the Investment Amount 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 the InvestorsInvestors (and their Designated Affiliates), as calculated pursuant to the immediately preceding sentence, multiplied by the IPO Price) for the Shares (the “Purchase Price”) shall be made at the Closing (as defined below) 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 (or their Designated Affiliates) of the Shares, which Shares shall be uncertificated and shall be registered in the name of the applicable Investor on the books of the Company by the Company’s transfer agent. No later than two days prior to the Closing, the Investors shall deliver to the Company an updated Schedule AB, setting forth the number of Shares to be purchased by each Investor (or its Designated Affiliate) and the corresponding portion of the Purchase Price to be paid by each such Investor (or its Designated Affiliate) in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Peloton Interactive, Inc.)