IPO Shares Sample Clauses

IPO Shares. The Underwriters shall have purchased, concurrent with the purchase of the Shares by the Purchasers hereunder, the Underwritten Shares (as defined in the Underwriting Agreement) at the same purchase price (less any underwriting discounts or commissions) per share payable by the Purchasers hereunder.

IPO Shares. 5.1 Upon the closing of the Initial Offering, each of the Directed Purchasers may elect to purchase (each, a “Directed Purchaser Option”), in which case the Company shall sell and issue to the Directed Purchaser, the IPO Shares. The IPO Shares will be sold by the Company and purchased by each Directed Purchaser at a purchase price per share equal the IPO Price. The IPO Shares shall, subject to the determination by the Company, with the advice of counsel, that such offer and/or sale does not violate applicable law, be registered by the Company for sale by the underwriters to the Directed Purchasers pursuant to the registration statement filed under the Securities Act in connection with the Initial Offering. Should either the Company not be permitted to offer to the Directed Purchasers all of the IPO Shares as an allotment in the Initial Offering, or the Directed Purchasers not be able to purchase all of the IPO Shares as an allotment in the Initial Offering, in either case as a result of the applicable law, then, at each Directed Purchaser’s option, such Directed Purchaser shall instead purchase from the Company, and the Company shall sell to each such Directed Purchaser in a private placement (the “Private Placement”), concurrently with the Initial Offering, the portion of the IPO Shares that is not included as an allotment in the Initial Offering at the IPO Price, with the result that the IPO Shares purchased in the Initial Offering and the IPO Shares purchased in the Private Placement shall, in the aggregate, equal the Maximum IPO Purchaser IPO Shares. 5.2 Notwithstanding the foregoing, the foregoing obligations of the Company to sell IPO Shares in connection with the Directed Purchaser Option shall terminate on the earlier of (i) the closing of a deemed Liquidation Event; and (ii) the consummation of a Qualified Public Offering (as defined in the Certificate) and satisfaction of the obligations of the Company set forth in Section 5 of this Agreement. 5.3 At least ten (10) business days prior to the closing of the Initial Offering, the Company will provide written notice of such closing to each Directed Purchaser (each, an “IPO Notice”), which such IPO Notice will (i) include estimates of the IPO Price and the Maximum Purchaser IPO Shares and (ii) specify the estimated number of shares available for sale in the Initial Offering and, if applicable, the estimated number of shares available for sale in the Private Placement. Prior to the sixth (6th) busines...

IPO Shares. Except as specifically described in the Buyer’s Second Supplement to its Proxy Statement, as filed with the SEC on October 16, 2007, no shares which are not “IPO Shares” (as defined in the Buyer’s current Certificate of Incorporation, as amended to date) have been transferred by the original purchasers thereof. All shares of the Buyer’s common stock which are currently available for purchase and sale in public or private transactions are IPO Shares.

IPO Shares. For purposes of determining thresholds listed in clauses (i) and (ii) above, the number of Common Shares shall be automatically proportionately adjusted effective upon the consummation of any transaction or series of related transactions (including, without limitation, any stock dividend, distribution, pro-rata redemption or stock repurchase, recapitalization, stock split or comparable transaction but not including any transfer or sale of shares by a Sponsor) that effects a change in the number of Common Shares then-currently owned or held of record by a Sponsor; provided, that no such adjustment will restore or increase the number of Sponsor Designees to which such Sponsor is entitled.

IPO Shares. The Shares have been duly qualified under Regulation A+ - Tier II for sale to the public by the Securities and Exchange Commission as of April 25, 2017. The Shares, once issued, will be freely tradable by the Purchaser once this Offering is closed and the Shares are made available for trading on a securities exchange. Purchaser Representations. Purchaser represents that he or she has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment, and has so evaluated the merits and risks of such investment. Purchaser has been afforded full and complete opportunity to receive and review all business and financial information regarding Company and its business, and is satisfied as to the same. Purchaser is able to bear the economic risk of this investment and, at the present time, is able to afford a complete loss of such investment. No person has made any representations, guarantees or warranties of any kind to Purchaser regarding potential return on this investment or the future trading price or liquidity of the purchased shares, and Purchaser has had the opportunity to seek the advice of legal or financial advisers regarding this investment, and has had the opportunity to review all Risk Factors associated with this highly speculative and risky investment. Purchaser has access to or the ability to review all of the Company’s current filings with the Securities and Exchange Commission, which are also made available on the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website.

IPO Shares. Subject to the provisions of Section 3 below, the Company agrees that, upon the Company’s firmly underwritten initial public offering of the Company’s common stock (the “IPO”) registered under the Securities Act of 1933, as amended (the “Act”), the Company shall issue to Microsoft a number of shares of the Company’s common stock (the “IPO Shares”) calculated as follows: (1) if the IPO occurs prior to the three- year anniversary of this Agreement (the “Final Calculation Date”), by dividing $3,500,000 by the actual per share public offering price of the Company’s common stock in such IPO (the “IPO Price”), or (2) if the IPO occurs on or after the Final Calculation Date, by dividing the lesser of (i) $3,500,000 and (ii) the aggregate amount of the Company’s products purchased by Microsoft pursuant to the Vendor Program Agreement (the “Total Purchase Amount”) as of the Final Calculation Date by the IPO Price. When issued, the IPO Shares shall be deemed to be fully paid and nonassessable. To the extent any shareholders of the Company have shares of Common Stock registered for sale in the IPO or in any subsequent underwritten offering of the Company’s common stock in the 12 months following the IPO, Microsoft shall be entitled to include a minimum of 50% of the IPO Shares in such offering. Except as provided in the foregoing, the IPO Shares shall be subject to the standard restrictions applicable to a private placement of securities under applicable state and federal securities laws, and such other restrictions on transferability as may be required by the Company’s underwriters and applicable to all of the Company’s shareholders in connection with such IPO. Notwithstanding the foregoing, the IPO Shares shall only be issued in the event that such IPO occurs prior to a Change in Control (as defined below).

IPO Shares. The Buyer’s Shares to be issued to Sellers under this section 1.02 shall be allocated to each of the Sellers as set forth below: J. ▇▇▇▇▇▇▇▇▇ 53.2 % Yanofsky 4.4 % A. ▇▇▇▇▇▇▇▇▇ 2.5 % Rambamm 2.4 % IPO Purchasers 37.5 % Buyer shall deliver such certificate or other evidence of the Buyer’s Shares being issued to the Sellers at the Closing (as defined herein).