SUBSCRIPTION FOR COMPANY COMMON STOCK Sample Clauses

SUBSCRIPTION FOR COMPANY COMMON STOCK. (a) Subject to the terms and conditions hereof, Sub- xxxxxxx hereby subscribes (the "Subscription") to purchase that number of shares of Company Common Stock (the "Concurrent Shares") equal to the lesser of (i) 2,142,857 shares of Company Common Stock, or (ii) that number (the "Reduced Number") of shares of Company Common Stock which is equal to thirty percent (30%) of the sum of the number of Public Shares sold in the Public Offering (excluding any Public Shares sold as a result of the exercise of the underwriters' over-allotment option in connection with the Public Offering) and the Reduced Number. (b) Investor hereby agrees that the Subscription represents the complete and exclusive exercise of its Partici- pation Rights with regard to the Public Offering, provided that the number of Public Shares to be sold in the Public Offering does not exceed 5,000,000 (excluding any Public Shares sold as a result of the exercise of the underwriters' over-allotment option in connection with the Public Offering). The Company reserves the right to terminate the Public Offering for any reason or for no reason, to sell less than all of the Public Shares in the Public Offering or to increase the number of Pub- lic Shares sold in the Public Offering.
Sample 1
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SUBSCRIPTION FOR COMPANY COMMON STOCK. (a) Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase that number of shares of Company Common Stock (the "Concurrent Shares") equal to the lesser of (i) shares of Company Common Stock, or (ii) that number (the "Reduced Number") of shares of Company Common Stock which is equal to thirty percent (30%) of the sum of the number of Public Shares sold in the Public Offerings and the Reduced Number. (b) Investor hereby agrees that the Subscription represents the complete and exclusive exercise of its Participation Rights with regard to the Public Offerings, provided that the number of Public Shares to be sole in the Public Offerings do not exceed . The Company reserves the right to terminate the Public Offerings for any reason or for no reason, to sell less than all of the Public Shares in the Public Offerings or to increase the number of Public Shares sold in the Public Offerings.
Sample 1
SUBSCRIPTION FOR COMPANY COMMON STOCK. (a) Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase 1,478,570 shares of Company Common Stock (the "Concurrent Shares"). (b) Investor hereby agrees that the Subscription represents the complete and exclusive exercise of its Participation Rights with regard to the Public Offering.
Sample 1
SUBSCRIPTION FOR COMPANY COMMON STOCK. (a) Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase 1,785,000 shares of Company Common Stock (the "Concurrent Shares"). (b) Investor hereby agrees that the Subscrip- tion represents the complete and exclusive exercise of its Participation Rights with regard to the Public Shares other than the Option Shares. The Company agrees that Investor's Participation Rights remain in full force and effect with respect to the Option Shares and in the event the underwriters of the Public Offering exercise the over- allotment option, Investor shall have its Participation Rights (up to 42.5 % thereof) with respect to the result- ing offering (such Participation Rights not being ad- dressed herein).
Sample 1
SUBSCRIPTION FOR COMPANY COMMON STOCK. Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase 435,777 shares of Company Common Stock (the "Shares"). Subscriber acknowledges receipt of a Participation Notice (as defined in Section 4.2 of the Stockholders Agreement) from the Company. The Company acknowledges receipt of an oral Exercise Notice (as defined in Section 4.2 of the Stockholders Agreement) and hereby waives the requirement that such notices have been in writing.
Sample 1
SUBSCRIPTION FOR COMPANY COMMON STOCK. Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase 735,000 shares of Company Common Stock (the "Special Purchase Shares"), 700,000 shares of which are with respect to the Subsequent Number of Shares which represent the remainder of the Special Purchase Right and 35,000 shares of which represent shares which the parties hereby agree shall constitute the Catch-Up Purchase Right in its entirety through September 30, 1997. Subscriber acknowledges receipt of an oral Special Purchase Notice (as defined in Amendment No. 1 to Stockholders Agreement) and an oral Participation Notice (as defined in Section 4.2 of the Stockholders Agreement) from the Company and hereby waives the requirement that such notices have been in writing. The Company acknowledges receipt of an oral Special Exercise Notice (as defined in Amendment No. 1 to the Stockholders Agreement) and an oral Exercise Notice (as defined in Section 4.2 of the Stockholders Agreement) and hereby waives the requirement that such notices have been in writing.
Sample 1
SUBSCRIPTION FOR COMPANY COMMON STOCK. (a) Subject to the terms and conditions of this Agreement, at the Subscription Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, a number of shares of Company Common Stock (the “Subscription Shares”), equal to 4.9% of the issued and outstanding Company Common Stock as of the close of business on the third Business Day immediately prior to the Subscription Closing Date, after giving effect to the issuance of the Subscription Shares for purposes of such determination (provided, that in no event shall such amount equal or exceed 19.9% of the issued and outstanding Company Common Stock as of the close of business on the Business Day immediately prior to the date of this Agreement). The purchase price for the Subscription Shares shall be $11.00 per share (the “Subscription Price”). (b) Upon the terms and subject to the conditions set forth in this Agreement, the closing (the “Subscription Closing”) of the issuance, purchase and sale of the Subscription Shares shall take place (i) at 10:00 a.m. (New York time) at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP located at 0000 Xxxxxxx Xx., Xxxx Xxxx, Xxxxxxxxxx 00000 on the date that is the seventh Business Day after the Outside Date or, if the Outside Date is extended to the Extension Option Date pursuant to the Investment Agreement, the Extension Option Date or (ii) at such other place, time or date as may be mutually agreed upon in writing by the Company and the Purchaser (the date on which the Subscription Closing actually occurs, the “Subscription Closing Date”). (c) Upon the terms and subject to the conditions set forth in this Agreement, at the Subscription Closing, (i) the Purchaser shall cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company at least seven (7) Business Days prior to the Subscription Closing Date in an amount equal to, at the Purchaser’s election, either an amount (the “Closing Date Payment”) equal to (x) the aggregate Subscription Price for the Subscription Shares or (y) if the Escrow Fund has not previously been distributed to the Company or the Purchaser pursuant to the terms of the Investment Agreement, the aggregate Subscription Price for the Subscription Shares, less the Escrow Fund, and (ii) Company shall deliver, or cause to be delivered, to the Purchaser appropriate evidence of a book-entry transfer representing the issuance of the Subscription Shar...
Sample 1
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SUBSCRIPTION FOR COMPANY COMMON STOCK. (a) Subject to the terms and conditions hereof, Subscriber hereby subscribes (the "Subscription") to purchase that number of shares of Company Common Stock (the "Concurrent Shares") equal to the lesser of (i) 1,478,571 shares of Company Common Stock, or (ii) that number (the "Reduced Number") of shares of Company Common Stock which is equal to thirty percent (30%) of the sum of the number of Public Shares sold in the Public Offering (including thirty percent (30%) of any Public Shares sold as a result of the exercise of the underwriters' over-allotment option in connection with the Public Offering) and the Reduced Number. (b) Investor hereby agrees that the Subscription represents the complete and exclusive exercise of its Participation Rights with regard to the Public Offering, provided that the number of Public Shares to be sold in the Public Offering does not exceed 3,450,000 (including 450,000 Public Shares that may be sold as a result of the exercise of the underwriters' over-allotment option in connection with the Public Offering). The Company reserves the right to terminate the Public Offering for any reason or for no reason, to sell less than all of the Public Shares in the Public Offering or to increase the number of Public Shares sold in the Public Offering.
Sample 1

Related to SUBSCRIPTION FOR COMPANY COMMON STOCK

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.7(b) and Dissenting Shares, if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive an amount in cash equal to $6.25 payable, without interest, to the holder of such share of Company Common Stock, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.10 (the “Merger Consideration”); (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Common Stock and Preferred Stock (collectively, “Company Stock”) that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, all shares of the Company Common Stock converted pursuant to Section 1.7(a) shall no longer be outstanding and shall automatically be canceled and retired and cease to exist, and each holder of a certificate (“Certificate”) representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.7(a); and (d) Each share of common stock, par value $1.00 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Registration of Common Stock Cashless Exercise at Companys Option The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.

  • Common Shares 4 Company...................................................................................... 4

  • Registration of Ordinary Shares Cashless Exercise at Companys Option Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Common Stock 1 Company........................................................................1

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Buyer Common Stock The shares of Buyer Common Stock issuable pursuant hereto, when issued by Buyer in accordance with this Agreement, will be duly issued, fully paid, and non-assessable.

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