Sale and Issuance of Common Stock Clause Samples

Sale and Issuance of Common Stock. Subject to the ---------------------------------- terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and Seller agrees to issue and sell to Purchaser at the Closing 300,000 shares (the "Shares") of Seller's Common Stock, par value $0.001 per share (the "Common Stock") at a purchase price of $2,850,000 ($9.50 per share).

Sale and Issuance of Common Stock. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to purchase at the Closing or pursuant to Section 1.3 hereof and the Company agrees to sell and issue to Buyer at the Closing or pursuant to Section 1.3 hereof, for an aggregate price of $800,000, that number of shares of the Company’s common stock (“Shares”) such that Buyer holds 51% of the outstanding Company Shares on a fully-diluted basis following such purchase, which the parties believe will be 4,146,400.

Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, the Shares (as defined below) at a purchase price per share of 98.5% of the initial public offering price (before underwriting discounts and expenses) in the Qualified IPO (as defined below) (the “IPO Price”). “Shares” shall mean the number of shares of Common Stock of the Company, par value $0.0001 (the “Common Stock”), equal to $100,000,000 divided by the IPO Price, rounded up to the nearest whole share. “Qualified IPO” shall mean the issuance and sale of shares of the Common Stock by the Company, pursuant to an Underwriting Agreement to be entered into by and among the Company and certain underwriters (the “Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-239050) (as amended, the “Registration Statement”) and/or any related registration statements (the “Underwriting Agreement”).

Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, each of the Investors agrees to purchase and the Company agrees to sell and issue to each of the investors severally and not jointly, against cash payment, the number of shares of Common Stock (the "Shares") of the Company set forth opposite each Investor's name in EXHIBIT 1 to this Agreement at a purchase price of $1.00

Sale and Issuance of Common Stock. The Employee agrees that he/she shall not sell any Common Stock delivered to him/her pursuant to this Agreement and that the Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company reasonably determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall be obligated to take all reasonable action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.

Sale and Issuance of Common Stock. G▇▇▇▇▇▇ agrees that Grantee shall not sell the Vested Stock and that EDS shall not be obligated to deliver any shares of Common Stock if counsel to EDS determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of EDS with, any securities exchange or association upon which the Common Stock is listed or quoted. EDS shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement. Subject to the foregoing and upon written request of Grantee, the Stock Plans Administration Department of EDS shall cause certificates for those shares of Vested Stock which Grantee is entitled to receive pursuant to this Agreement to be delivered to Grantee; provided, however, that the Company shall not be required to deliver certificates for such Vested Stock until Grantee has complied with his or her obligations to satisfy the applicable withholding tax requirements pursuant to Paragraph 6 above.

Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, each Investor agrees to purchase from the Company and the Company agrees to sell and issue to each Investor the number and class of shares (the “Company Shares”) of Common Stock of the Company (the “Common Stock”) equal to the aggregate purchase price set forth opposite such Investor’s name on Schedule 1 divided by the Private Placement Price (as defined below) in exchange for a cash payment equal to the aggregate purchase price set forth opposite such Investors’ name on Schedule 1 (which Schedule 1 may be amended solely to reflect (a) subsequent commitments to purchase Shares (as defined below) by Investors who execute a joinder to this Agreement in the form attached hereto as Exhibit A (each, a “Joinder”) after the date hereof or (b) assignments permitted under Section 10.3) at a price per share of $24.00 (as adjusted for stock splits, combinations and the like occurring after the date hereof and not otherwise contemplated by the applicable parties in connection with the transactions contemplated hereby) (the “Private Placement Price”); provided, that at the option of the Company, the Investors designated by the Company shall purchase from one or more Selling Stockholders that are Affiliates of Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. or MSD Partners, L.P. that have signed a Joinder a number of Secondary Shares set forth on such Selling Stockholders’ Joinders (as adjusted for stock splits, combinations and the like occurring after the date hereof and not otherwise contemplated by the applicable parties in connection with the transactions contemplated hereby), and in such event, the number of Company Shares that such Investor is required to acquire from the Company hereunder shall be reduced by such number of Secondary Shares (the “Secondary Sale Election”). For purposes hereof, “Secondary Shares” shall mean, with respect to any Selling Stockholder, the aggregate number of shares of Common Stock to be sold by such Selling Stockholder hereunder set forth on such Selling Stockholder’s Joinder (if any) (as adjusted for stock splits, combinations and the like occurring after the date hereof and not otherwise contemplated by the applicable parties in connection with the transactions contemplated hereby) and “Shares” shall mean the Company Shares and Secondary Shares. In addition, for purposes hereof, “Qualified IPO” shall mean the issuance and sale of shares of the Common Stock by the Company, pursuant to an Und...

Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, the Company has authorized the sale and issuance (the "Issuance") to Purchaser of the Common Stock. At the Closing (as defined in Section 2.1), the Company shall sell to Purchaser, and Purchaser shall purchase from the Company (i) the Common Stock at a purchase price of $0.277 per share and (ii) the Warrant Shares, subject to the terms and conditions of this Agreement, the Warrant and the other documents or instruments contemplated hereby or thereby.

Sale and Issuance of Common Stock. The Company shall sell to --------------------------------- the Investor and the Investor shall purchase from the Company, on the date of the Closing (as defined in Section 1.2 below), at a price per share equal to the Formula Price (as defined in Section 1.3 below), that number of shares of Common Stock equal to the quotient of $1,500,000 divided by the Formula Price (the "Shares").