Commitment to Purchase Shares Clause Samples

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Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 6,452 shares of Common Stock (the "Shares") at $1,550 per share (the "Purchase Price Per Share"), for an aggregate commitment of $10,000,600 (the "Commitment Amount"). Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.
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Commitment to Purchase Shares. On the terms and subject to the conditions of this Agreement, the Purchaser hereby commits to purchase 150 shares of Common Stock (or such lesser amount as is required pursuant to the Purchaser Capital Calls, as defined below) (the "Shares") at $1,000 per share (the "Purchase Price Per Share"), for an aggregate commitment of $150,000 (the "Commitment Amount"). The Purchaser shall be required to purchase such Shares (or such lesser amount as is required pursuant to the Purchaser Capital Calls) at any time GSCP and Constellation are required to purchase shares of Common Stock (a "GSCP/Constellation Purchase") as set forth in Section 3(a) of the Stockholders' Agreement. Written notice of any Purchaser Capital Call shall be given to the Purchaser at the same time and in the same manner as notice of a Capital Call (as defined in the Stockholders Agreement) is given to GSCP and Constellation pursuant to Section 3(a) of the Stockholders' Agreement. Upon each GSCP/Constellation Purchase, the Purchaser will be required to purchase Shares, at the Purchase Price Per Share, for that portion of the Commitment Amount that is equal to the product of (a) the Commitment Amount times (b) a fraction, the numerator of which is the amount to be paid by GSCP to purchase shares of Common Stock in accordance with Section 3(a)(iv) of the Stockholders' Agreement pursuant to the Capital Call being made simultaneously with the Purchaser Capital Call and the denominator of which is GSCP's total commitment to purchase shares of Common Stock pursuant to Section 3(a)(i) of the Stockholders' Agreement (such product referred to as the "Purchaser Capital Call"). In the event that the Purchaser's employment with the Company is terminated for any reason, the Purchaser's remaining Commitment Amount shall be reduced to zero. Purchaser's commitment shall be subject to compliance with applicable federal and state securities laws.
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Commitment to Purchase Shares. 2.1. The Purchaser hereby commits to purchase from the Company up to 833,333 shares of Series F preferred stock, at $6.00 per share, for an aggregate of up to $5 million cash purchase price, in accordance with the Company's Notice to Purchase and the terms of this Agreement. 2.2. If the Company elects to sell any shares of Series F preferred stock to the Purchaser, in accordance with the terms of this Agreement, the Company shall give to the Purchaser a written notice (the "Notice to Purchase") which specifies the number of shares of Series F preferred stock which the Company is calling upon the Purchaser to purchase, and the scheduled date for the closing of said purchase. The Notice to Purchase may be given any time up through September 1, 1997, and shall specify a Closing date for consummating the purchase to be not less than 90 days after the Notice to Purchase is delivered to the Purchaser. 2.3. The Company may give to the Purchaser not more than two Notices to Purchase, such that the Purchaser is required to purchase the Shares in not more than two increments. Each increment shall be for not less than $1 million worth of the Shares, and the first increment may be for as much as $5 million worth of the Shares. 2.4. Upon the Company completing an IPO, the Purchaser's obligation to purchase additional shares of Series F preferred stock will terminate.
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Commitment to Purchase Shares. (i) Executive will be given the opportunity to commit to purchase by no later than May 1, 2001, a minimum of 3,750 and no more than 7,500 shares of the Class A Common Stock of Holding, par value $.01 per share (the "Common Stock"), at a purchase price per share of $100 (the "Per Share Price"). Executive must commit to such purchase by no later than December 1, 1999 (the shares of Common Stock that Executive so commits to purchase, the "Equity Commitment"). In no event, however, will Holding be required to offer to sell or to sell any Shares to Executive at any time at which making
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Commitment to Purchase Shares. 1.1 The undersigned subscriber (the “Subscriber”) hereby irrevocably and unconditionally subscribes for and agrees to purchase shares of the Company’s Class F common stock, par value $0.01 per share (“Class F Shares”), with an aggregate purchase price of up to $200,000,000 (the Class F Shares to be purchased hereby, the “Shares,” and such subscription, the “Capital Commitment”), subject to the terms and conditions set forth in this Subscription Agreement. As of any date, the amount of the Capital Commitment minus the aggregate purchase price paid by the Subscriber with respect to the Shares purchased by the Subscriber as of such date pursuant to all previous Purchase Notices (as defined below) is referred to herein as the “Unfunded Capital Commitment” of the Subscriber. 1.2 The Subscriber shall purchase the Shares at one or more closings (“Closings”) held by the Company during the period (the “Commitment Period”) beginning on the date hereof and ending on the date that is twelve (12) months from the date of this Subscription Agreement (the “Effective Date”). During the Commitment Period, the Company shall deliver written notice to the Subscriber of each Closing at least eight (8) Business Days (as defined below) prior to the date of such Closing (a “Purchase Notice”). Each Purchase Notice shall set forth at a minimum (i) the date of the Closing to which the Purchase Notice relates, (ii) the aggregate purchase price of the Shares to be purchased by the Subscriber at the Closing to which the Purchase Notice relates, (iii) the per Share purchase price of the Shares to be purchased by the Subscriber at the Closing to which the Purchase Notice relates, and (iv) the account to which the purchase price should be wired. For the avoidance of doubt, there shall be no limit on the number of Closings held during the Commitment Period, provided that in no event shall the aggregate purchase price of the Shares purchased pursuant hereto exceed the Capital Commitment. As used herein, “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.
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Related to Commitment to Purchase Shares

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Commitment Shares On or before the Closing Date, the Company shall issue the Commitment Shares to the Buyer.

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Investor; (b) The Common Stock shall be listed on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and such suspension has not subsequently been cured; (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the chief executive officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit B; (d) The Registration Statement shall be effective and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which is sufficient to issue to the Investor not less than the full Available Amount worth of Purchase Shares. The Current Report and the Initial Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a). The Prospectus shall be current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Any other Prospectus Supplements required to have been filed by the Company with the SEC under the Securities Act at or prior to the Commencement Date shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Securities Act; (e) The Company will have delivered to the Transfer Agent irrevocable instructions, in a form reasonably acceptable to the Investor, to issue Purchase Shares in accordance with this Agreement; and (f) No Event of Default has occurred and is continuing.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.