Investment in Parent. The Company and you acknowledge that you have previously invested $2,000,000 into the equity of Parent, through the purchase of 148,148 shares of Parent’s Class L common stock for cash and the exchange of options to purchase J. Crew Group, Inc. common stock for fully-vested options to purchase up to 1,777,777 shares of Parent’s Class A common stock and you have executed customary agreements in connection with the foregoing, including the Stockholders Agreement and subscription documents.
Investment in Parent. In approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the Stockholder is making an investment decision to acquire shares of Parent Common Stock. The Stockholder is acquiring the shares of Parent Common Stock for its own account for investment, and not with a view to any distribution or resale of such shares of Parent Common Stock in violation of the Securities Act or any rule or regulation under the Securities Act and the Stockholder has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution or resale.
Investment in Parent. The separate investment by a Company stockholder in Parent shall be made immediately following the Closing.
Investment in Parent. Pursuant to the Subscription Agreement, the Executive shall purchase from the Parent Subchapter C corporation with the proceeds received in the Merger in exchange for the Executive's shares that are held by the Executive or by the Executive's XXX, a number of fully vested shares of Common Stock equal to $5,000,000 divided by the Fair Market Value (as determined in the Stockholders Agreement) of such shares at the time of purchase. The Executive acknowledges and agrees that such shares of Common Stock shall be subject to the terms and conditions of the Stockholders Agreement. Notwithstanding the foregoing and anything to the contrary in the Stockholders Agreement, in the event of the Executive's termination of employment, the Company shall exercise its Call Right (as defined in the Stockholders Agreement) with respect to all Restricted Shares held by the Executive and his Permitted Transferees (as defined in the Stockholders Agreement) by no later than the later of (i) the sixtieth (60th) day following the Executive's Date of Termination (as defined in the Stockholders Agreement) or (ii) if applicable, the tenth (10th) day following the receipt by the Company of all necessary governmental approvals.
Investment in Parent. Parent shall have received an aggregate of $200,000 for the purchase of 2,000,000 shares of restricted shares of Parent Common Stock which proceeds shall be used solely for the payment against the balance of the promissory note payable by the Parent to the Xxxxxx X. Xxxxxxx Trust, as set forth in Section 5.3.
Investment in Parent. Parent shall have successfully consummated an equity financing resulting in a cash investment in Parent of no less than $16,000,000 (assuming the Deferred Closing under the Investment in Eloxx has occurred) and US$12,000,000 (assuming such Deferred Closing did not take place), in each case, including the Initial Investment in Parent.
