Subsequent Sale of Shares. In the event that Purchaser has exercised the Option and, at any time prior to the earlier of (a) the second (2nd) anniversary of the date of the Option Closing and (b) the date on which Purchaser acquires the Subsidiary Stock, (i) the Company consummates or agrees to consummate a Business Combination (other than a Business Combination as a consequence of which the Company or its assets will be wholly owned by Purchaser or any of its Affiliates), (ii) Purchaser or any of its Affiliates disposes or agrees to dispose of any or all of the Subject Shares to any Person (other than an Affiliate of Purchaser) or to the Company or any Affiliate thereof in connection with a Business Combination (other than a Business Combination as a consequence of which the Company or its assets will be wholly owned by Purchaser or any of its Affiliates), or (iii) Purchaser or any of its Affiliates realizes proceeds in respect of any or all of the Subject Shares owned by Purchaser or any of its Affiliates at such time as a result of a distribution to Purchaser or any of its Affiliates by the Company following a Business Combination (other than a Business Combination as a consequence of which the Company or its assets will be wholly owned by Purchaser or any of its Affiliates), in each case at a per share price or with per share proceeds (including, in the case of clause (iii), the remaining value of the Subject Shares) (the "Subsequent Price"), if any, with a value in excess of the relevant Exercise Price, Purchaser or any of its Affiliates shall, upon such consummation, disposition or distribution, promptly pay to Holdings an amount equal to the product of (A) the amount by which the Subsequent Price exceeds the relevant Exercise Price, multiplied by (B) the number of Subordinated Shares or, as the case may be, Incentive Shares. In the event of any stock dividends, stock splits, recapitalizations, combinations or exchanges of shares, the capitalization of the Company and the relevant Exercise Price shall be appropriately adjusted for purposes of this Section 3.6 to take account of such event. Nothing in this Section 3.6 shall require Purchaser to pay to Holdings any amount payable by the Company to Purchaser pursuant to Section 8.1(b) of the Stock Purchase Agreement. For purposes of this Section 3.6, "Business Combination" shall mean any merger, acquisition, consolidation, reorganization, recapitalization, liquidation, dissolution or similar transaction (other than the transactio...
Subsequent Sale of Shares. The exercise or non-exercise of the rights of any Holder under this Section 15 to participate in one or more sales of the Shares made by a Selling Principal Shareholder shall not adversely affect its right to participate in subsequent sales of Shares by such Selling Principal Shareholder pursuant to this Section 15.
Subsequent Sale of Shares. Subject to the terms and conditions of this Agreement, in the event that not all of the authorized Shares are sold at the First Closing the Company may sell in one or more additional Closings, on or before August 14, 1998 (each, a "Subsequent Closing"), any authorized but unissued Shares at the same price per share as the Shares purchased and sold at the First Closing. Any such investor at a Subsequent Closing shall then become an "Investor" under this Agreement. At or prior to a Subsequent Closing, any such Investor shall execute a counterpart copy of this Agreement and any related agreements or other documents required to be executed hereunder, and shall thereupon become a party to this Agreement, the Stockholders' Agreement (as defined below) and any Ancillary Agreements (as defined below), and shall have the rights and obligations of an Investor hereunder and thereunder. The First Closing and any Subsequent Closing shall be referred to collectively herein as the "Closings" and singularly as a "Closing."
Subsequent Sale of Shares. At any time on or before the sixtieth day following the Closing, the Company may sell up to the balance of the authorized shares of Series C Preferred Stock not sold at the Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by the Purchasers as set forth in Section 4. Any shares of Series C Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be Shares for all purposes under this Agreement, any purchasers thereof shall be deemed to be Purchasers for all purposes under this Agreement, and such persons or entities shall become parties to this Agreement, that certain Second Amended and Restated Investor Rights Agreement dated as of the date hereof, by and among the Company, certain other Preferred Stock holders and the Purchasers, the form of which is attached hereto as EXHIBIT D (the "INVESTOR RIGHTS AGREEMENT"), that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of the date hereof, by and among the Company, certain other Preferred Stock holders a certain shareholder and the Purchasers, the form of which is attached hereto as EXHIBIT E (the "CO-SALE AGREEMENT") and that certain Second Amended and Restated Voting Agreement dated as of the date hereof, by and among the Company, certain other Preferred Stock holders, certain Holders (as therein defined), certain Stock Holders (as therein defined) and the Purchasers, the form of which is attached hereto as EXHIBIT F (the "VOTING AGREEMENT") and shall have the rights and obligations of a Purchaser and an Investor, respectively hereunder and thereunder. The respective Exhibits to each of the Related Agreements (as defined in Section 3.1 below) shall be revised to reflect any such additional purchasers.
Subsequent Sale of Shares. Upon your subsequent sale of the Shares acquired as a consequence of the exercise of the Options, you will recognize a capital gain to the extent that the sale proceeds exceed the cost basis in the Shares. Your basis in the Shares received upon exercise, for the purposes of determining your gain (or loss) in subsequent dispositions of the Shares, generally will be the fair market value of the Shares on the date of exercise. Based on the above general considerations: (a) Upon the exercise of the Option, you will recognize a taxable employment income for an amount equal to the difference between the fair market value of the Shares at the exercise date and the exercise price (i.e. EUR 1 in total for the Shares underlying the Option).
Subsequent Sale of Shares. Upon your subsequent sale of the Shares acquired as a consequence of the exercise of the Options, you may, subject to your individual circumstances, be obligated to recognize a capital gain for US federal income tax purposes to the extent that the sale proceeds exceed the cost basis in the Shares. Your basis in the Shares received upon exercise, for the purposes of determining any such gain (or loss) in subsequent dispositions of the Shares, generally will be the fair market value of the Shares on the date of exercise.
Subsequent Sale of Shares. At any time on or before the 60th day following the First Closing, the Company may sell up to the balance of the authorized shares of Series C Stock not sold at the First Closing. Except as otherwise set forth herein, all such sales shall be made on the terms and conditions set forth in this Agreement by execution of counterpart signature pages to this Agreement and the Investors' Rights Agreement (as defined in Section 3.1 below). The rights of the Purchasers in the First Closing as set forth herein shall not be modified by any Subsequent Closing. Any shares of Series C Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sale of Shares. At any time on or before August 17, 1999, the Company may sell, in one or more closings (each, a “Subsequent Closing,” and together with the Initial Closing, a “Closing”) up to an additional 78,285 Shares to such persons (the “Additional Purchasers”) as are approved by the holders of not less than sixty percent (60%) of the Shares outstanding immediately prior to such sale. Upon the purchase of any Shares by an Additional Purchaser, (i) such Additional Purchaser shall execute a counterpart signature page hereto whereupon such Additional Purchaser shall become a “Purchaser” hereunder and (ii) the Company shall cause the exhibits and schedules to this Agreement and such other agreements to be amended to reflect the purchase made by each Additional Purchaser. All sales to Additional Purchasers shall be made on the terms and conditions of this Agreement.
Subsequent Sale of Shares. At any time on or before the sixtieth day following the Closing, the Company may sell up to the balance of the authorized shares of Series B Preferred Stock and Warrants not sold at the Closing to such persons as may be approved by the Board of Directors of the Company and by unanimous approval of the Purchasers. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by the Purchasers as set forth in Section 4. Any shares of Series B Preferred Stock and Warrants sold pursuant to this Section 2.3 shall be deemed "Shares" and "Warrants", respectively, for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sale of Shares. The Company may sell up to the balance of the authorized shares of Series A Stock not sold at the First Closing. Except as otherwise set forth herein, all such sales shall be made on the terms and conditions set forth in this Agreement. Any shares of Series A Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
