Common use of OPTION TO PURCHASE STOCK Clause in Contracts

OPTION TO PURCHASE STOCK. Purchaser shall have the option ("Option") to purchase a number of shares equal to the product of (a) the ratio of (i) the number of shares, if any, purchased by the underwriters in the Initial Public Offering in connection with the exercise of any over-allotment option granted by the Company to (ii) the total number of shares sold in the Initial Public Offering (without giving effect to any shares purchased pursuant to any over-allotment option or any shares sold in the Initial Public Offering by the Company directly to Torstar Corporation) and (b) the number of shares of Initial Purchaser Stock, at a per share price equal to the IPO Price (the "Option Stock"). Upon exercise by the underwriters of their over-allotment option or portion thereof, Purchaser may exercise such Option in the same proportion exercised by the underwriters as determined above and in the same period of time as exercised by the underwriters. Upon receipt of notice from the underwriters that such entire over-allotment option or portion thereof shall be exercised, the Company shall immediately give notice to the Purchaser and the Purchaser shall then in the same period of time as the underwriters exercise the Option (or portion thereof as determined by the proportion exercised by the underwriters of their over-allotment option specified above) upon written or telegraphic notice by Purchaser to the Company setting forth the aggregate number of shares of the Option Stock as to which the Purchaser is exercising its Option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made on the third business day after the exercise of such option at the offices of Company Counsel. Purchaser shall have no rights to exercise the foregoing Option except upon the last to occur of the (A) closing of the Initial Public Offering; (B) closing of the sale of Stock contemplated under Section 1, above; and (C) exercise of the underwriters' over-allotment option as described above.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Women Com Networks Inc), Stock Purchase Agreement (Women Com Networks Inc), Stock Purchase Agreement (Women Com Networks Inc)

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OPTION TO PURCHASE STOCK. Purchaser shall have the option ("OptionOPTION") to purchase a number of shares equal to the product of (a) the ratio of (i) the number of shares, if any, purchased by the underwriters in the Initial Public Offering in connection with the exercise of any over-allotment option granted by the Company to (ii) the total number of shares sold in the Initial Public Offering (without giving effect to any shares purchased pursuant to any over-allotment option or any shares sold in the Initial Public Offering by the Company directly to Torstar Corporation) and (b) the number of shares of Initial Purchaser Stock, at a per share price equal to the IPO Price (the "Option StockOPTION STOCK"). Upon exercise by the underwriters of their over-allotment option or portion thereof, Purchaser may exercise such Option in the same proportion exercised by the underwriters as determined above and in the same period of time as exercised by the underwriters. Upon receipt of notice from the underwriters that such entire over-allotment option or portion thereof shall be exercised, the Company shall immediately give notice to the Purchaser and the Purchaser shall then in the same period of time as the underwriters exercise the Option (or portion thereof as determined by the proportion exercised by the underwriters of their over-allotment option specified above) upon written or telegraphic notice by Purchaser to the Company setting forth the aggregate number of shares of the Option Stock as to which the Purchaser is exercising its Option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made on the third business day after the exercise of such option at the offices of Company Counsel. Purchaser shall have no rights to exercise the foregoing Option except upon the last to occur of the (A) closing of the Initial Public Offering; (B) closing of the sale of Stock contemplated under Section 1, above; and (C) exercise of the underwriters' over-allotment option as described above.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hearst Communications Inc)

OPTION TO PURCHASE STOCK. Purchaser shall have Conditional upon this Agreement being in full force and effect and Employee not being in default hereunder, Employee shall, effective on or before November 10, 2008, be granted the option ("Option") to purchase up to fifteen thousand (15,000) shares of common stock of Employer for a number of shares price equal to the product lower of Twenty –Four Dollars and 57 cents (a$24.57) dollars per share or such other lower price per share as occurs in any sale(s) of additional shares of common stock by Employer over the ratio next six (6) months. Vesting period shall be effective on date of hire and options shall be fully vested over a five (i5) year term at 20% (3000 shares) per year. In the number event the agreement is terminated for any reason as provided, or if this agreement expires, the employee will immediately thereupon cease to be granted additional options as provided for herein. However, the employee will remain totally vested in those unexercised options to which he was vested as of sharesthe date of this agreement termination and/or expiration. Notwithstanding the above, if anyunder no circumstances will any option, purchased by the underwriters in the Initial Public Offering in connection with the exercise of any over-allotment option as granted by the Company to (ii) the agreement be exercisable later then December 31, 2016. The total number of shares sold in the Initial Public Offering (without giving effect to any shares purchased which Employee may acquire pursuant to this Section shall not exceed fifteen thousand (15,000) shares. The options herein granted to Employee are personal to Employee and, except as provided for under Section 16, shall not be encumbered, assigned, transferred or otherwise disposed of. Such options shall be exercised by written notice delivered to Employer together with a cashier's check for the respective purchase prices of stock in respect of the options being exercised. No option granted hereunder constitutes an offer to purchase until Employee is provided with, or given reasonable access to full and fair disclosure of all material information relating to the business and affairs of Employer and the purchase of stock. At any over-allotment option or any time, the remaining number of unexercised shares sold and related exercise price per share of the Employers common stock available for purchase as described in this Section, are to be adjusted ratably to reflect changes to the Initial Public Offering Employer’s total issued and outstanding common stock caused by the Company directly Employer’s actions subsequent to Torstar Corporation) and (b) the date of this Agreement so that the resulting number of unexercised shares, calculated as a percentage of total common shares issued and outstanding, or the related value of Initial Purchaser Stockthe exercise price per share, at a per share price equal are equivalent in value immediately following the change as they were immediately prior to the IPO Price (the "Option Stock")change. Upon exercise by the underwriters of their over-allotment option or portion thereofSuch events include, Purchaser may exercise such Option in the same proportion exercised by the underwriters as determined above and in the same period of time as exercised by the underwriters. Upon receipt of notice from the underwriters that such entire over-allotment option or portion thereof shall be exercisedyet are not limited to, the Company shall immediately give notice to the Purchaser and the Purchaser shall then in the same period of time as the underwriters exercise the Option (or portion thereof as determined by the proportion exercised by the underwriters of their over-allotment option specified above) upon written or telegraphic notice by Purchaser to the Company setting forth the aggregate number of shares of the Option Stock as to which the Purchaser is exercising its Option. Delivery of certificates for the shares of Option Stockstock dividends, stock splits, and payment therefor, shall be made on the third business day after the exercise issuances of such option at the offices additional classes of Company Counsel. Purchaser shall have no rights to exercise the foregoing Option except upon the last to occur of the (A) closing of the Initial Public Offering; (B) closing of the sale of Stock contemplated under Section 1, above; and (C) exercise of the underwriters' over-allotment option as described abovecommon stock.

Appears in 1 contract

Samples: Employment Agreement (Origin Bancorp, Inc.)

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OPTION TO PURCHASE STOCK. Purchaser shall have Conditional upon this Agreement being in full force and effect and Employee not being in default hereunder, Employee shall, effective on or before November 10, 2008, be granted the option ("Option") to purchase up to fifteen thousand (15,000) shares of common stock of Employer for a number of shares price equal to the product lower of Twenty Four Dollars and 57 cents (a$24.57) dollars per share or such other lower price per share as occurs in any sale(s) of additional shares of common stock by Employer over the ratio next six (6) months. Vesting period shall be effective on date of hire and options shall be fully vested over a five (i5) year term at 20% (3000 shares) per year. In the number event the agreement is terminated for any reason as provided, or if this agreement expires, the employee will immediately thereupon cease to be granted additional options as provided for herein. However, the employee will remain totally vested in those unexercised options to which he was vested as of sharesthe date of this agreement termination and/or expiration. Notwithstanding the above, if anyunder no circumstances will any option, purchased by the underwriters in the Initial Public Offering in connection with the exercise of any over-allotment option as granted by the Company to (ii) the agreement be exercisable later then December 31, 2016. The total number of shares sold in the Initial Public Offering (without giving effect to any shares purchased which Employee may acquire pursuant to this Section shall not exceed fifteen thousand (15,000) shares. The options herein granted to Employee are personal to Employee and, except as provided for under Section 16, shall not be encumbered, assigned, transferred or otherwise disposed of. Such options shall be exercised by written notice delivered to Employer together with a cashier's check for the respective purchase prices of stock in respect of the options being exercised. No option granted hereunder constitutes an offer to purchase until Employee is provided with, or given reasonable access to full and fair disclosure of all material information relating to the business and affairs of Employer and the purchase of stock. At any over-allotment option or any time, the remaining number of unexercised shares sold and related exercise price per share of the Employers common stock available for purchase as described in this Section, are to be adjusted ratably to reflect changes to the Initial Public Offering Employer's total issued and outstanding common stock caused by the Company directly Employer's actions subsequent to Torstar Corporation) and (b) the date of this Agreement so that the resulting number of unexercised shares, calculated as a percentage of total common shares issued and outstanding, or the related value of Initial Purchaser Stockthe exercise price per share, at a per share price equal are equivalent in value immediately following the change as they were immediately prior to the IPO Price (the "Option Stock")change. Upon exercise by the underwriters of their over-allotment option or portion thereofSuch events include, Purchaser may exercise such Option in the same proportion exercised by the underwriters as determined above and in the same period of time as exercised by the underwriters. Upon receipt of notice from the underwriters that such entire over-allotment option or portion thereof shall be exercisedyet are not limited to, the Company shall immediately give notice to the Purchaser and the Purchaser shall then in the same period of time as the underwriters exercise the Option (or portion thereof as determined by the proportion exercised by the underwriters of their over-allotment option specified above) upon written or telegraphic notice by Purchaser to the Company setting forth the aggregate number of shares of the Option Stock as to which the Purchaser is exercising its Option. Delivery of certificates for the shares of Option Stockstock dividends, stock splits, and payment therefor, shall be made on the third business day after the exercise issuances of such option at the offices additional classes of Company Counsel. Purchaser shall have no rights to exercise the foregoing Option except upon the last to occur of the (A) closing of the Initial Public Offering; (B) closing of the sale of Stock contemplated under Section 1, above; and (C) exercise of the underwriters' over-allotment option as described abovecommon stock.

Appears in 1 contract

Samples: Employment Agreement (Origin Bancorp, Inc.)

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