Purchase of Shares Contract Clauses (642)

Purchase of Shares. 1.1 Agreement to Purchase and Sell Shares. On the Effective Date and subject to the terms and conditions of this Agreement and the Plan, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, ( ) shares of the Company's Common Stock (the "Shares"), at the price of ($ ) per share (the "Purchase Price Per Share") for a Total Purchase Price of ($ ) (the "Purchase Price"). As used in this Agreement, the term "Shares" includes the Shares purchased under this Agreement... and all securities received (a) in replacement of the Shares, (b) as a result of stock dividends or stock splits with respect to the Shares, and (c) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. 1.2 Payment. Purchaser hereby delivers payment of the Purchase Price as follows (check and complete as appropriate): o in cash (by check) in the amount of $ , receipt of which is acknowledged by the Company. o by cancellation of indebtedness of the Company owed to Purchaser in the amount of $ . o by the waiver hereby of compensation due or accrued for services rendered in the amount of $ . o by delivery of fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Purchaser free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of $ per share (a) for which the Company has received "full payment of the purchase price" within the meaning of SEC Rule 144, (if purchased by use of a promissory note, such note has been fully paid with respect to such vested shares), or (b) that were obtained by Purchaser in the open public market. View More

Purchase of Shares. A. Participants will acquire Shares from the Company (including Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange (if listed)) under the Plan (the "Plan Shares") at a price equal to the NAV per Share applicable to the class of Shares purchased by the Participant on the date that the distribution is payable (calculated as of the most recent month end). No upfront selling commissions will be payable with respect to shares purchased pursuant to... the Plan, but such shares will be subject to ongoing stockholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares and such Participant's participation in the Plan will be terminated to the extent that a reinvestment of such Participant's distributions in Shares would cause the percentage ownership or other limitations contained in the Charter to be violated. B. Shares to be distributed by the Company in connection with the Plan may (but are not required to) be supplied from: (i) the Plan Shares which will be registered with the SEC in connection with the Public Offering, (ii) Class E Shares issued by the Company pursuant to an applicable exemption from registration under the Securities Act, or (iii) Shares to be registered with the SEC in a Future Offering for use in the Plan (a "Future Registration"). View More

Purchase of Shares. Subject to the terms and conditions set forth in this Warrant, the Holder is entitled, upon surrender of this Warrant at the Company's principal office (or at such other place as the Company notifies the Holder in writing), to purchase from the Company, up to 1,550,000 fully paid and non-assessable shares of the Company's Common Stock (the "Shares").

Purchase of Shares. Subject to the terms and conditions of this Warrant, the Holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company may notify the Holder hereof in writing), to purchase from the Company 16,667 shares of Common Stock of the Company (the "Warrant Stock"). The number of shares of Warrant Stock are subject to adjustment as provided in Section 7 hereof.

Purchase of Shares. (a) Number of Warrant Shares. Subject to the terms and conditions set forth herein and set forth in the Purchase Agreement, 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 in writing), to purchase from the Company up to the number of fully paid and nonassessable Conversion Shares as described in Section 3 of the Purchase Agreement (as adjusted pursuant to Section 6 hereof) (the "Warrant S...hares"). (b) Exercise Price. The exercise price per share for the Warrant Shares issuable pursuant to this Section 1 shall be the exercise price described in Section 3 of the Purchase Agreement. The Warrant Shares and the exercise price of such Warrant Shares shall be subject to adjustment pursuant to Section 6 hereof. Such exercise price, as adjusted from time to time, is herein referred to as the "Exercise Price." 2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending at 5:00 p.m. (Pacific time) on March 11, 2020 (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and shall become null and void upon the consummation of a Corporate Transaction or issuance and sale of shares of Equity Securities or the Company's Common Stock in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering"). In the event of a Corporate Transaction, the Company shall notify the Holder at least ten (10) days prior to the consummation of such Corporate Transaction. View More

Purchase of Shares. On the Effective Date and subject to the terms and conditions of this Agreement, Purchaser hereby purchases from the Company, and Company hereby sells to Purchaser, an aggregate of One Million Two Hundred Fifty Thousand (1,250,000) shares of the Company's Common Stock, no par value per share (the "Shares"), at an aggregate purchase price of Ten Thousand Dollars ($10,000.00) (the "Purchase Price") or $0.0008 per Share (the "Purchase Price Per Share"). As used in this Agreement, the term "Shares" ...refers to the Shares purchased under this Agreement and includes all securities received (a) in substitution of the Shares, (b) as a result of stock dividends or stock splits with respect to the Shares, and (c) in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate transaction. View More

Purchase of Shares. 10.1. Number of Shares Purchased. As of each Purchase Date, the balance in each Participant's Recordkeeping Account will be used to purchase the maximum number of whole Shares (subject to the limitations of Section 5.1) at the purchase price determined in accordance with Section 5.2, unless the Participant has filed an appropriate form with the Company in advance of that date to withdraw from the Plan in accordance with Section 8.1. Any amount remaining in a Participant's Recordkeeping Account t...hat represents the purchase price for any fractional share will be carried over in the Participant's Recordkeeping Account to the next Purchase Period. Any amount remaining in a Participant's Recordkeeping Account that represents the purchase price for any whole Shares that could not be purchased by reason of the limitations of Section 5.1 or under the circumstances described in Section 3 will be refunded to the Participant. 10.2. Conversion of Foreign Currency. In circumstances where payroll deductions have been taken from a Participant's Eligible Compensation in a currency other than United States dollars, Shares shall be purchased by converting the balance in the Participant's Recordkeeping Account to United States dollars at the exchange rate in effect at the end of the fifth Trading Day preceding the Purchase Date, as published by Bloomberg.com if available or otherwise as determined with respect to a particular jurisdiction by the Committee or its delegate for this purpose, and such dollar amount shall be used to purchase Shares as of the Purchase Date. 10.3. Crediting of Shares. Promptly after the end of each Purchase Period, the number of Shares purchased by all Participants as of the applicable Purchase Date shall be issued and delivered to an agent selected by the Company. Delivery of the shares to the agent shall be effected by an appropriate book-entry in the stock register maintained by the Company's transfer agent or delivery of a certificate. The agent will hold the Shares for the benefit of all Participants who have purchased Shares and will maintain a Share subaccount for each Participant reflecting the number of Shares credited to each Participant. Each Participant will be entitled to direct the voting by the agent of all Shares credited to such Participant's Share subaccount, and the agent may reinvest any dividends paid on Shares credited to a Participant's Share subaccount in additional Shares in accordance with such rules as the Committee may prescribe. Each Participant may also direct the agent to sell any or all of the Shares credited to the Participant's Share subaccount and distribute the net proceeds of such sale to the Participant. 10.4 Withdrawal of Shares from Share Subaccount. Except for sales through the agent as provided in Section 10.3, a Participant may not withdraw Shares from the Participant's Share subaccount until after the Participant has satisfied the minimum holding period requirements established by Code Section 423(a)(1). Once these holding period requirements have been satisfied with respect to Shares credited to a Participant's Share subaccount, the Participant may request that the agent transfer any or all of those Shares directly to the Participant or to a brokerage account maintained by the Participant. The agent shall deliver the requested number of whole Shares by the issuance of a stock certificate, the electronic delivery of the Shares to a brokerage account designated by the Participant, or an appropriate book-entry in the stock register maintained by the Company's transfer agent with a notice of issuance provided to the Participant, and will pay the Participant a cash amount representing the Fair Market Value of any applicable fractional Share withdrawn. -5- 11. Rights as a Shareholder. A Participant shall not be entitled to any of the rights or privileges of a shareholder of the Company with respect to Shares, including the right to vote or direct the voting or to receive any dividends that may be declared by the Company, until (i) the Participant actually has paid the purchase price for such Shares and (ii) certificates for such Shares have been issued either to the agent or to the Participant, as provided in Section 10.3. View More

Purchase of Shares. (a) Number of Shares. Subject to the terms and conditions set forth herein, the Holder is entitled, upon exercise of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to 2,680,179 fully paid and nonassessable shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), which is equal to 9.9% of the Company's Fully Diluted Capitalization (as defined on Schedule... 1 hereto) as of the Date of Issuance, subject to adjustment as set forth in Section 17 below. The shares of Common Stock subject to this Warrant and issuable upon exercise hereof are referred to herein as the "Shares". (b) Exercise Price. The exercise price for the Shares shall be $1.02 per share (the "Exercise Price"). The Exercise Price shall be subject to adjustment pursuant to Section 17 hereof. View More

Purchase of Shares. On the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to sell to each Investor, and each Investor hereby agrees to purchase from the Company, that number of shares of Common Stock as set forth on the signature page for such Investor.

Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the holder of this Warrant 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 153,155 shares, as adjusted pursuant to Section 7 below (the "Shares"), of the Company's common stock, par value $0.01 per share (the "Common Stock"), at the Exercise Price (as defined below). Any future warrants ...granted pursuant to the Consulting Agreement may provide for more or less shares. View More