Acceleration of Second Completion Clause Samples

Acceleration of Second Completion. (A) Subject to sub-clause 9.4(B), any Seller (an “Accelerating Seller”) shall be entitled, by notice in writing served on the Purchaser no later than 31 October 2016 (the “Acceleration Notice”), to require that Second Completion as regards its Second Completion Sale Shares only be accelerated to a date to be determined by the Purchaser (in its sole discretion), provided that such date shall be no earlier than the First Completion Date or later than 15 February 2017. Upon receipt of the Acceleration Notice, the Purchaser shall promptly provide to the Accelerating Seller written notice of the date on which it has determined that Second Completion shall take place and notify the other Sellers that the Accelerating Seller has elected to accelerate Second Completion in respect of its Second Completion Sale Shares. (B) No Seller shall be entitled to serve an Acceleration Notice in accordance with sub-clause 9.4(A) where any of the events set out in Schedule 6 have occurred since First Completion. (C) In the event that Second Completion is accelerated in respect of any Accelerating Seller in accordance with this clause 9.4: (1) the provisions of clause 9 (excluding this clause 9.4) shall apply mutatis mutandis save that: (a) the Second Completion date for the Second Completion Sale Shares held by the Accelerating Seller shall be the date determined by the Purchaser in accordance with clause 9.4(A); and (b) each Accelerating Seller (other than PTCF) shall represent and warrant to the Purchaser in the terms of clause 9.4(D); and (2) the Second Consideration due to each Accelerating Seller shall be the amount set out beside its name in column 3 of the table in Part B of Schedule 1; (3) the Second Consideration due to each Accelerating Seller shall be adjusted by reference to clause 4.3(B) save that: (a) references to the “Second Consideration” shall be to the Second Consideration as calculated in accordance with clause 9.4(C)(2); (b) references to the “2017 Revenue” shall be construed as references to the 2016 Revenue; (c) the Second Completion Ceiling Amount shall be €5,058,132; and (d) no Accelerating Seller shall be entitled to receive additional consideration that would increase its proportion of the Second Consideration in excess of the amount set beside its name in column 4 of the table at Part B of Schedule 1. (D) As at Second Completion, the Accelerating Seller (other than PTCF) warrants and represents to and for the benefit of the Purchaser that, to the bes...