Investor Shares. The Investors each agree to hold all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as the "Investor Shares") subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement.
Investor Shares. (a) The Investor agrees to hold all shares of Preferred Stock registered in its name or beneficially owned by it as of the date hereof (hereinafter collectively referred to as the "Investor Shares") subject to the provisions of this Agreement.
Investor Shares. Notwithstanding the other terms of this Agreement, until an IPO, no Investor or its Affiliates shall Transfer all or any part of any interest in the Equity Securities now or hereafter beneficially owned or held by it/him/her to any Competitor of the Company, except with the prior written consent of the Company and in accordance with this Section 4. For the purpose of this Section 4.1(b) and Section 7.2, a “Competitor” of the Company shall mean a company that have legally used any trademark as set forth in EXHIBIT B in its business, which may be updated by the Company quarterly, provided that any trademark added to EXHIBIT B must, in the good faith and reasonable determination of the Company, be used by a company whose main business in the PRC relates to coffee product and directly competes with the business of the Group in the PRC. In the case of any Transfer of Equity Securities by an Investor, the relevant transferee may be assigned the rights and become bound by the obligations arising from this Agreement as an Investor and/or Shareholder (as applicable) by executing a deed in the form of EXHIBIT A attached hereto and furnishing it to the Company and the other Investors.
Investor Shares. All Shares held by Capital IV, Capital V or any other Sponsor Investment Vehicle controlled jointly by the two Sponsor Groups and/or their respective Affiliates may be aggregated together for purposes of determining the availability of any rights under this Agreement that are based on the number of Shares held by a Stockholder in such manner as is specified by written notice to the Company by a Requisite Capital IV Majority; provided that, in the absence of such notice, the ability to exercise such rights shall be presumed to be held by Capital IV, Capital V or any such other Sponsor Investment Vehicle in proportion to the respective numbers of Shares it holds. All Shares at any time held by any Sponsor Entity and its Affiliates and Affiliated Funds may be aggregated together for purposes of determining the availability of any rights under this Agreement that are based on the number of Shares held by a Stockholder in such manner as is specified by written notice to the Company by such Sponsor Entity; provided that, in the absence of such notice, the ability to exercise such rights shall be presumed to be held by such Sponsor Entity and its Affiliates and Affiliated Funds in proportion to the respective numbers of Shares they hold; and provided further that within any Sponsor Group, the ability to exercise any rights under this Agreement of the members of such Sponsor Group that at any time hold Shares may be allocated among such members in such manner as is determined by the members of such Sponsor Group that then hold at least a majority of the total number of Shares then held by such Sponsor Group, as set forth in a written notice to the Company.
Investor Shares. The Investors each agree to hold all shares of Series A Preferred registered in their respective names or beneficially owned by them as of the date hereof and any and all Series A Preferred legally or beneficially acquired by each of the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement. Any shares of the Company’s Common Stock issued upon the conversion of any such Investor Shares shall not be Investor Shares and shall not be subject to the provisions of this Agreement.
Investor Shares. Section 3.4
Investor Shares. As an additional inducement to Holder, the Company shall issue 25,000 shares of Common Stock to the Holder. The Common stock shall have piggy-back registration rights.
Investor Shares. As an additional inducement to the Holder, the Company shall immediately issue one hundred and fifty thousand (150,000) shares of common stock to the Holder ("Inducement Shares"). The Company shall register the Inducement Shares within thirty days of Closing. *.*.*
Investor Shares. After an Initial Public Offering, one or more holders of Investor Shares representing at least 25% of the total amount of Investor Shares then outstanding ("Initiating Investors"), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering of all or a specified part of the Registrable Securities held by such Initiating Investors (for purposes of this Agreement, "Registrable Investor Securities" shall mean Investor Shares which have not been registered). The Company will then use its reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been requested to register by such Initiating Investors together with all other Registrable Securities which the Company has been requested to register pursuant to Section 9.2 or by other holders of Registrable Investor Securities by notice delivered to the Company within 20 days after the Company has given the notice required by Section 9.2.1 (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register; provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 9.1.1:
Investor Shares. Subject to Section 4(c) hereof, Holdings or its designee may elect to purchase from Executive (the “Call Option”), and Executive may elect to sell to Holdings or its designee (the “Put Option”), during the period from April 1 through and including June 30 beginning in 2010 and in each successive year thereafter, in each case by written notice delivered by the electing party to the other party (the “Repurchase Notice”), the 48.821 shares of Class A Common Stock, par value $.001 per share, of Holdings owned by Executive (subject to adjustment for any stock split, stock dividend, recapitalization or other similar event, the “Investor Shares”). The purchase price for the Investor Shares pursuant to the Put Option or the Call Option shall be the fair market value of the shares as of the end of the fiscal year immediately preceding the year in which the shares are repurchased, as determined in good faith by the board of directors of Holdings consistent with its past practices (including the application of discounts for the lack of liquidity and minority holder status of the shares) using the financial statements as of and for the fiscal year immediately preceding the year in which the shares are repurchased (the “Investor Share FMV Price”). Subject to Section 4(c) hereof, the closing for the sale of the Investor Shares pursuant to the Call Option or Put Option (the “Closing”) shall take place at the offices of Company, at 10:00 a.m. local time on a date (1) selected by Holdings not more than 90 days after delivery of the Repurchase Notice or (2) at such other time or place as Holdings and Executive may agree upon. At the Closing, Executive will deliver certificates representing the Investor Shares (accompanied by duly executed stock powers with signatures guaranteed and other appropriate documentation of authority to transfer) to be purchased by Holdings against payment of the Investor Share FMV Price (net of any applicable tax withholdings) by wire transfer of immediately available funds. Executive will deliver such shares free and clear of all liens, claims and encumbrances (other than any encumbrances arising under the stockholders agreement to which Holdings and Executive are party).
