Restricted Stock Purchase Agreement Template. The Company has made adequate provision for reserves within the Financial Statements to meet any contributions that have not been made as a outcome of they aren’t but due underneath the phrases of any Employee Benefit Plan or associated agreements. It is commonly hard for founders to separate themselves from the company, especially because the founders are the company, at least at the beginning. Also signal a stock pledge settlement within the kind hooked up as EXHIBIT D hereto. The Company and the Purchaser shall furnish to the Accountants such data and paperwork as the Accountants could fairly request to have the ability to make a determination under this Section 5.
You can even join e-mail updates on the SEC open knowledge program, together with best practices that make it extra environment friendly to obtain information, and SEC.gov enhancements that will influence scripted downloading processes. Or at such different handle and/or facsimile quantity and/or to the eye of such different particular person as the recipient get together has specified by written discover given to one another get together one Business Day prior to the effectiveness of such change. In such case, the transferee or other recipient shall receive and maintain the Shares so Transferred subject to the provisions of this Agreement, and there shall be no additional Transfer of such Shares besides in accordance with the phrases of this Section 5.
At the discretion of the Company, the quantity required to be withheld could also be withheld in money from such wages or different remuneration. Classic per se restraints amid rivals are quantity and allowance acclimation and assay of markets. Buyer and the Seller shall cooperate fully, and shall trigger the Company to cooperate fully, as and to the extent fairly requested by the other party, in reference to the filing of Tax Returns pursuant to this Section and any audit or continuing with respect to Taxes. A lawyer might help customize the company activities definition in order that the noncompetition part features to prohibit applicable conduct. The Company and the Buyer might mutually agree to increase the number of shares that might be bought per Business Day to as much as an additional 1,000,000 Purchase Shares per Business Day.
Firstly, you write a letter of intent to barter, set phrases, and place the bid to begin the process of a stock purchase settlement. The letter permits the vendor to find out whether or not they need to promote. We’ll reply some common inquiries about inventory buy agreements in this part.
Neither such inquiries nor any other due diligence investigations performed by the Buyer or its representatives shall modify, amend or have an effect on the Buyer’s right to depend on the Company’s representations and warranties contained in Section three below. The Buyer has sought such accounting, authorized and tax recommendation because it has thought-about necessary to make an knowledgeable investment determination with respect to its acquisition of the Securities. On or after every Applicable Date, upon written request to the Company by the Recipient, the Company shall promptly trigger a model new certificate or certificates to be issued for and with respect to all shares that turn out to be Vested Shares on that Applicable Date, which certificates shall be delivered to the Recipient as quickly as administratively practicable after the date of receipt by the Company of the Recipient’s written request.
Article V Representations And Warranties Of The Buyer
Notwithstanding something herein on the contrary, the Plan shall be administered, and the Shares are to be issued, solely in such a way as to conform to such laws, rules and laws. To the extent permitted by applicable regulation, the Plan and this Agreement shall be deemed amended to the extent needed to conform to such laws, rules and laws.
The Founder understands the tax penalties of filing a Section 83 election beneath the Internal Revenue Code of 1986, as amended . The filing of a Section eighty three election is the Founder and/or the Founderu2019s duty. Any such Section eighty three election must be filed with the Internal Revenue Service inside thirty days of the date of grant.
Company
“Liens” means all liens, pledges, voting agreements, voting trusts, proxy agreements, claims, security pursuits, restrictions, mortgages, deeds of trust, tenancies and different possessory pursuits, conditional sale or other title retention agreements, assessments, easements, rights of means, covenants, restrictions, rights of first refusal, defects in title, encroachments, and different burdens, choices or encumbrances of any sort. “Consents” means all governmental consents and approvals, and all consents and approvals of third parties, in every case which may be essential in order to switch the Shares, or the control of the Company and its properties and assets, to Buyer and otherwise to consummate the transactions contemplated hereby. Lawyers within our community have agreed to share a number of the paperwork they frequently use in the midst of their apply together with annotations explaining completely different provisions and outlining selections you would possibly have to make.
FOR VALUE RECEIVED I, ________________, hereby promote, assign and switch unto shares of the Common Stock of , Inc. registered in my name on the books of said company represented by Certificate No. _____ herewith and do hereby irrevocably represent and level to transfer the said stock on the books of the inside named company with full energy of substitution in the premises. This Assignment Separate from Certificate could also be used solely in accordance with the Restricted Stock Purchase Agreement between , Inc. and the undersigned dated ______________, _____.
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For purposes of this Agreement, the Recipient is considered to be employed by or within the service of the Company if the Recipient is employed by or in the service of the Company or any parent or subsidiary corporation of the Company (an “Employer”). As of the date hereof, the authorized, issued and reserved capital inventory of the Company is as set forth on Exhibit D hereto. “Purchase Price” means the lower of the the lowest Sale Price of the Common Stock on the Purchase Date and the arithmetic average of the three lowest Closing Sale Prices for the Common Stock during the twelve consecutive Business Days ending on the Business Day immediately previous such Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction).
The Buyer represents and warrants to the Company that it has not engaged any monetary advisor, placement agent, dealer or finder in connection with the transactions contemplated hereby. The Company shall be answerable for the fee of any charges or commissions, if any, of any monetary advisor, placement agent, broker or finder engaged by the Company regarding or arising out of the transactions contemplated hereby. The Company shall pay, and maintain the Buyer harmless in opposition to, any legal responsibility, loss or expense (including, without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such declare.
The Closing will take place on the principal office of the Company or at such different place as shall be designated by the Company. At the Closing, the Purchaser shall ship the aggregate Purchase Price set forth above to the Company by wire switch, check or some other technique of cost permissible under applicable law and accredited by the Company’s Board of Directors , and the Company will concern, as promptly thereafter as practicable, a inventory certificates, registered in the name of the Purchaser, reflecting the Shares.
The covenants described on this Article 6 are illustrative. A lawyer may help decide the relevant covenants for your transaction. Consideration for the shares is normally cash, inventory or a combination of money and inventory.
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No failure or delay within the train of any energy, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial train of any such energy, right or privilege preclude different or further train thereof or of some other proper, power or privilege. “Sale Price” means any commerce price for the shares of Common Stock on the Principal Market as reported by the Principal Market. “Purchase Amount” means, with respect to any explicit buy made hereunder, the portion of the Available Amount to be bought by the Buyer pursuant to Section 1 hereof as set forth in a legitimate Purchase Notice which the Company delivers to the Buyer.
Each Stock Purchase Agreement shall be in such type, and shall set forth the Purchase Price and such other terms, conditions and restrictions of the Restricted Stock, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem fascinating. Each Stock Purchase Agreement may be totally different from one another Stock Purchase Agreement. Restricted Stock Purchase Agreement.WOW Entertainment and the Employee have executed this date a Restricted Stock Purchase Agreement, in the kind hooked up hereto and made a component hereof by reference as Exhibit B, with respect to two million shares of frequent stock of WOW Entertainment issued to Employee.
Subject to the constraints set forth in Sections 7.5 and eight.2, the failure of the Indemnified Party to train promptness in such notification shall not amount to a waiver of such claim except to the extent the resulting delay materially prejudices the position of the Indemnifying Party with respect to such declare. The events hereto shall lengthen affordable cooperation in reference to the protection of any Third-Party Claim pursuant to this Article 7 and, in connection therewith, shall furnish such information, info, and testament and attend such conferences, discovery proceedings, hearings, trials, and appeals as could additionally be fairly requested. “Seller Indemnified Representation Costs” means any and all damages, losses, claims, liabilities, demands, costs, suits, penalties, costs, and bills that any of the Seller Indemnified Parties incurs and that come up out of any breach or default by Buyer of any of its representations or warranties underneath this Agreement or any agreement or document executed in connection herewith.
Facsimile copies of signed signature pages shall be binding originals. This Agreement shall be ruled by the internal substantive laws, but not the selection of legislation guidelines, of California.
The representations and warranties of the Company and the Buyer contained in Sections 2, three and 5 hereof, the indemnification provisions set forth in Section 8 hereof and the agreements and covenants set forth in Section 11, shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall affect the Company’s or the Buyer’s rights or obligations beneath the Registration Rights Agreement which shall survive any such termination or underneath this Agreement with respect to pending purchases and the Company and the Buyer shall full their respective obligations with respect to any pending purchases under this Agreement.
Account solely and not with a view to, or for resale in reference to, any “distribution” thereof inside the which means of the Securities Act of 1933, as amended (the “Securities Act”). The Repurchase Option set forth on this Section could also be assigned by the Company in entire or partially in its sole and unfettered discretion.
A lawyer can review these definitions and advise whether or not they apply in a given situation. This Agreement constitutes the whole agreement of the events hereto and supersedes all prior agreements, letters of intent and understandings, both written and oral, among the events with respect to the topic material hereof.
If you’re the only employee of your organization, this may be a step you skip. Although, in case your plans are to grow the company, creating shares and an settlement can help you when the time comes to increase. The transferability of this certificates and the Shares of inventory represented hereby are subject to the restrictions, phrases and conditions contained in a certain Founders Restricted Stock Agreement by and among the Founders and the Company.
Securely pay to begin out working with the lawyer you choose. Whichever of the foregoing quantities, considering the relevant federal, state and native earnings taxes and the Excise Tax, results in the receipt by the Purchaser on an after-tax basis, of the best quantity of advantages, however that every one or some portion of such benefits may be taxable underneath Section 4999 of the Code. In addition to the foregoing, if If the Purchaser’s continuous status as a Service Provider is terminated by the Company without Cause previous to a Change of Control , 100 percent of the whole number of Shares that haven’t been released from the Repurchase Option shall be immediately released from the Repurchase Option.
Also signal a stock pledge settlement in the kind connected as EXHIBIT D hereto. It ensures the ownership of the stock by the seller to the buyer. IN WITNESS WHEREOF, the events hereto have executed this Agreement as of the date first above written.
The Purchaser agrees to notify the Company of any change in his or her tackle below. The buy price for the Shares purchased by the Company and/or its assignee beneath this part shall be the price listed in the Holder’s notice. If the worth listed within the Holder’s discover consists of consideration aside from cash, the cash equivalent worth of the non-cash consideration shall be determined by the Board of Directors of the Company in its sole discretion.
You are encouraged to seek your own authorized counsel to review the form, customise it for your corporation and obtain recommendation on its general applicability prior to make use of. If consents are required, a disclosure schedule is attached to record all required consents. Required consents can include anything from governments to shareholders.
For all functions under this Agreement, the term “Company” shall embrace any successor to the Company’s business and/or assets which executes and delivers the assumption settlement described on this part or which becomes sure by the terms of this Agreement by operation of law. Subject to the restrictions on transfer set forth in this Agreement, this Agreement shall be binding upon the Purchaser and his or her heirs, executors, directors, successors and assigns.
For functions of this Agreement, “Transfer” shall mean any sale, transfer, encumbrance, gift, donation, project, pledge, hypothecation, or different disposition, whether or not related or dissimilar to those previously enumerated, whether voluntary or involuntary, and together with, however not limited to, any disposition by operation of legislation, by court docket order, by judicial course of, or by foreclosure, levy or attachment. [] Except as otherwise provided in Sections [2,] [2,] [2,] [2] and 4 hereof, there shall be no proportionate or partial vesting of shares of Restricted Stock in or in the course of the months, days or periods prior to every Vesting Date, and all vesting of shares of Restricted Stock shall happen only on the relevant Vesting Date. An settlement of this kind is usually made for model new workers of an organization or for owners of a start-up.
No Legal or Business AdviceNothing in the Start-Up Forms Library together with the doc descriptions and help sources (the “Forms Library”), and the paperwork produced by the Forms Library (the “Documents”) is to be considered as the rendering of authorized or business advice, either usually or in connection with any particular concern or case. These supplies are intended for basic informational and academic purposes only. Users are responsible for obtaining legal or business advice from their very own lawyer or other professional and mustn’t depend on the Forms Library or the Documents without in search of such advice.
Upon the sale of the Shares to Buyer at the Closing, Buyer will purchase the nice and marketable title to all of the Shares free and clear of any Lien. The Escrow Fund shall be used to fulfill the obligations of the Seller to indemnify the Buyer and the Company pursuant to Article VII hereof. 😉 dated as of the Closing Date in a form to be mutually agreed upon by the parties.
For functions of litigating any dispute that arises underneath this Agreement, the parties hereby submit to and consent to the jurisdiction of, and agree that such litigation shall be conducted in, the courts of Washington County, Oregon or the United States District Court for the District of Oregon, where this Agreement is made and/or to be carried out. In the event both party institutes litigation hereunder, the prevailing party shall be entitled to cheap attorneys153 fees to be set by the trial court docket and, upon any appeal, the appellate courtroom.
7.1 Subject to the terms of Section eight of this Agreement, the Founder shall have the rights of a stockholder with respect to the voting of the Shares and dividends. The Founder shall be thought of the record owner of and shall be entitled to vote the Shares if and to the extent such Shares are entitled to voting rights.
The Commitment Shares and all the Purchase Shares to be issued under this Agreement shall be issued with none restrictive legend until the Buyer expressly consents otherwise. The Company shall concern irrevocable directions to the Transfer Agent, and any subsequent transfer agent, to concern Purchase Shares within the name of the Buyer for the Purchase Shares (the “Irrevocable Transfer Agent Instructions”).
B.Acceleration upon Termination after a Change of Control. If the Purchaser’s steady status as a Service Provider is terminated by the Company for any reason inside twelve months after a Change of Control , one hundred pc of the whole variety of Shares that haven’t been launched from the Repurchase Option shall be instantly launched from the Repurchase Option. Aggregate Repurchase Price, canceling an quantity of the Purchaser’s indebtedness to the Company equal to the mixture Repurchase Price, or any combination of and such that the combined fee and cancellation of indebtedness equals the combination Repurchase Price.