Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section 4.1 hereof, at any time after the IPO has been consummated, the Employer, upon thirty (30) days written notice from the Employee, shall provide to the Employee a loan (the "Loan") in an amount equal to such income taxes, to be interest only for a period of five (5) years, to require yearly payments of simple interest at the same interest rate as the Holding Company incurs to borrow funds from its institutional lenders, to be collateralized only by the stock granted and the Employee otherwise will not be personally obligated to repay the Loan; provided that upon the termination of this Agreement pursuant to the provisions of Section 2(i) or (ii), the loan shall be fully paid off within three (3) months of the Termination Date and upon the termination of this Agreement to Sections 2 (iii), (iv) or (v), hereof, the Loan shall be fully paid off within one (1) year after the Termination Date.
(ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements:
(A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove;
(B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such ...
Stock Loan. The Company shall also make a full recourse, five- ---------- year loan to Executive in an amount equal to the aggregate price for 5,000 shares of Common Stock at Market Value on the Effective Date of this Agreement (the "Stock Loan"). The Stock Loan shall be made pursuant to a loan agreement between Company and Executive in the standard Company form (the "Loan and Stock Pledge Agreement" in the form of Exhibit A), under which the shares so acquired (and any securities resulting from ownership of such shares) shall be pledged by Executive to the Company as collateral for amounts payable under the Loan and Stock Pledge Agreement.
Stock Loan. The Company will provide a full-recourse loan to Executive to exercise the above stock options under an early exercise stock purchase as permitted above. The loan will be provided to Executive at the lowest interest rate allowable under Section 7872 of the Internal Revenue Code that would not result in any imputed income for a below-market interest rate and on the most favorable terms consistent with applicable securities laws and rules. The shares purchased with the above sock options will be pledged as collateral and held in escrow for the repayment of the loan and will be subject to repurchase of foreclosure by the Company consistent with Executive's vesting schedule or schedules if Executive terminates employment without satisfying the vesting requirements for the above stock options or has not repaid the above-described loan.
Stock Loan. Executive shall be entitled to receive a loan from Employer, in the amount of $150,000, to be used by Executive to purchase Employer's Common Stock (at its then-current fair market value). Executive may borrow said funds at any time during the first thirty (30) days of the Employment Term. The loan shall be a fully-recourse loan, secured by the purchased stock, and shall bear interest at the rate of [6%]; interest payments shall be made by Executive twice per month, with all principal and any remaining interest due and payable in six years.
Stock Loan. (i) In order to help the Employee pay any required income taxes with respect to the stock granted to the Employee pursuant to the provisions of Section
(ii) To the extent that the Employee has not repaid the entire principal balance of the Loan plus any accrued interest thereon before January 1, 2001, the Employee agrees to sell, as promptly as practicable, a sufficient number of shares of Common Stock to enable the Employee to repay the then remaining outstanding balance (unpaid principal balance and unpaid accrued interest from time to time, the ("Unpaid Balance of the Loan")) of the Loan after any taxes have been provided for (the "Required Number of Shares"), subject to the following conditions and requirements:
(A) Such sales shall be made in a manner which shall reasonably not disrupt the orderly trading of Common Stock, either through open market or privately negotiated transactions as long as no sales shall be made at a price lower that 1/16 below the last sales price of Common Stock publicly traded immediately prior to such sale even if such prohibition shall cause a delay in Employee's compliance with his obligation to sell Common Stock as provided hereinabove;
(B) If after January 1, 2001 the Holding Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security holders or both, the Holding Company may, upon 30 days prior written notice to the Employee, require the Employee to include the Required Number of Shares in such offering and to sell such shares as part of such offering. In such event, all of the costs of registering the
Stock Loan. In connection with your acceptance of employment by the Company, you will be entitled to purchase from the Company 869,565 shares of Common Stock (the “Initial Acquired Stock”) at a purchase price of $2.30 per share (for an aggregate purchase price of approximately $2,000,000). The Company will lend to you (the “Bridge Loan”) up to $1.75 million (but not less than $250,000) which shall be applied against the total purchase price for the Initial Acquired Stock; the remaining portion of the purchase price not funded with the proceeds of the Bridge Loan will be payable by you in cash at the time of purchase. The Bridge Loan will mature and be repayable on December 31, 2003 and will otherwise be made on terms and conditions substantially the same as those for the Stock Loan (as described below). If you elect to purchase all (but not less than all) of the Initial Acquired Stock you are entitled to acquire in accordance with the foregoing paragraph, the Company will make or cause to be made available to you a loan (the “Stock Loan”) in the principal amount of $6,400,000 (the “Loan Amount”) solely for the purpose of purchasing up to an additional 2,782,607 shares of Common Stock (the “Additional Stock”) at the same purchase price (which, together with the other Common Stock acquired by you, is equivalent to approximately 4% of the total number of shares of Common Stock outstanding as at the date of this Agreement). The Stock Loan will be made to you on and subject to the following terms and conditions:
(a) amounts outstanding under the Stock Loan will bear interest, both before and after default or judgment, at a rate of 4% per annum. Interest shall be payable by you in cash within five days of the end of each calendar year during the Term;
(b) the entire amount of the Stock Loan and all accrued and unpaid interest thereon shall be immediately repayable upon the earliest to occur of (i) any sale, exchange or disposition of shares of Common Stock by you (whether in connection with a merger, acquisition, arrangement, recapitalization, reorganization or other transaction involving the Company), (ii) the sale of all or substantially all the assets of the Company or any liquidation, dissolution or winding-up of the Company, and (iii) the seventh anniversary of the date on which amounts are first advanced under the Stock Loan;
(c) upon (i) the termination of your employment by the Company for any reason, (ii) the taking of any step by you or any other person in connect...
Stock Loan. For a period of five years or until the purchasers debt obligation is satisfied, the Company shall, upon commercially reasonable request by Purchaser (i) open and maintain a brokerage account at Wxxxxx-Xxxxx & Co., Inc. (the “Broker”) for Purchaser upon satisfaction of Broker’s customary account opening and maintenance procedures and requirements, (ii) disclose to Purchaser, on an ongoing basis, all information regarding Broker’s available securities lending inventory (the “Inventory”), including but not limited to the security identifiers and aggregate number of shares which Broker may at any time be able to rehypothecate or access through its fully paid lending program, and (iii) subject to margin requirements and in compliance with applicable regulation, lend to Purchaser 50% of the allocation of securities within its Inventory designated by Purchaser, for the purpose of settling short sales in Purchaser’s account at Broker, at a fee rate not to exceed 50% of the then-prevailing weighted average benchmark fee rate, as reported by a reputable third-party data provider such as DataLend or Astec Analytics, or as otherwise mutually agreed by Purchaser and Broker; provided, however, that for all non-Inventory securities borrowed from third parties, the full cost of the borrow will be charged to the Purchaser.
Stock Loan. 1. On the settlement date, IBA will lend to you and you will borrow the Shares the subject of the Stock Loan ("Borrowed Stock") required to settle your obligations under the Covered Short Sale.
2. IBA will deliver, or procure for the delivery of, the Borrowed Stock for the purposes of meeting your obligations to the Clearing Participant.
Stock Loan. Upon completion of the initial public offering ("IPO") of the Employer's Common Stock, par value $.01 per share, Employer agrees to provide to Executive a loan to purchase Common Stock in the principal amount of $300,000 in accordance with the terms set forth in Exhibit A hereto.
Stock Loan. The Employer further agrees to lend Executive a total ---------- of $500,000, which loan proceeds are to be used exclusively for the purchase of Xxxxxx Healthcare stock. The specific terms and conditions of the loan will be set forth in a separate agreement executed by Employer and Executive at the time of the loan. The terms of the loan will include: (1) that the loan will be secured by the purchased stock; (2) that the loan must be repaid within thirty days of the earlier of the sale of the stock or Executive's termination of employment (regardless of the reason); (3) that it will be a nonrecourse loan; (4) that the interest on the loan will be at an annual rate of 6%.
