First Tranche. If 1998 EBITDA exceeds the Cash Flow Target, ------------- subject to any Adjustments, by at least $1,000,000, the Bonus Pool shall be entitled to receive a total cash bonus equal to 22 1/2 % of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA above $81,500,000, 5% of which shall be payable to the President and 17 1/2% of which shall be payable to such other key employees of the Company, including the Executive, as the President of the Company shall determine after consultation with the Chief Executive Officer of PCC.
First Tranche. (a) For a period of 30 days following the Closing Date, the Shareholder Parties will not, directly or indirectly through another Person, offer, sell, contract to sell or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), including establishing or increasing a put equivalent position, or liquidating or decreasing a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to, any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares, or publicly announce an intention to effect any such transaction (collectively, “Transfer”); provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company.
(b) Subject to the Company’s material compliance with its obligations and covenants in Sections 4.1, 4.2 and 4.3 hereof, on or prior to the date that is 120 days following the Closing Date (the “First Tranche Sell Down Date”), the Shareholder Parties shall sell, transfer or otherwise divest, in a single transaction or offering or series of related transactions or offerings consummated on the same date, Subject Shares and/or Preferred Shares (the “First Tranche Shares”) that they Beneficially Own comprising and/or convertible into a number of Common Shares (i) greater than or equal to the First Tranche Minimum and (ii) less than or equal to the First Tranche Maximum, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion). Notwithstanding anything to the contrary in this Section 3.2(b), if a Registration Delay Event occurs or is continuing within the 20 trading days prior to the First Tranche Sell Down Date, and, as a result, the Shareholder Parties are prevented from either registering or divesting the First Tranche Shares during...
First Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “First Tranche Options”) upon satisfaction of both of the following criteria: (i) Optionee’s continued employment by the Corporation or any of its Subsidiaries as of the third anniversary of the Date of Grant, and (ii) subject to the Optionee’s continued employment by the Corporation or any of its Subsidiaries on such date, the first date, which must be on or before the fifth anniversary of the Date of Grant, that the closing price per share of Stock on the NASDAQ Global Select Stock Market has met or exceeded 133% of the Exercise Price for at least 20 consecutive trading days (the “First Tranche Share Price Component”). The First Tranche Options shall not become exercisable if the First Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.
First Tranche. As of the date hereof, the aggregate outstanding principal amount of the First Tranche is $1,687,500 and the Borrower acknowledges that the First Tranche shall for all purposes hereunder constitute and be referred to as a portion of the Loan, without constituting a novation, but in all cases subject to the terms and conditions applicable to Loans hereunder. The Borrower shall not be permitted to reborrow any amount of the First Tranche once repaid.
First Tranche. No later than five (5) business days prior to the execution of a Business Combination Agreement, the Company shall deliver to the Additional Purchaser a substantially complete Business Combination Agreement, the Final Exercise Price and the Aggregate Committed Purchase Amount calculated in the manner set forth in Committed Forward Purchase Agreement (collectively, the “Business Combination Notice”). The Additional Forward Purchaser shall have the right, but not the obligation, to exercise up to the Maximum Additional Forward Purchase by written notice to the Company no later than five (5) business days after the delivery of the Business Combination Notice (“First Tranche Additional Forward Purchase”).
First Tranche. Subject to the terms and conditions of this Agreement, the closing of the sale and issuance of the Notes to be issued in the First Tranche (the “First Closing”) shall be held at the offices of Xxxx Xxxx Xxxx & Freidenrich, LLP, Austin, Texas, at 9:00 a.m., local time, on May 14, 2004, or at such other time and place as Parent and the Lenders mutually agree (the “First Closing Date”). At the First Closing, the Borrowers shall deliver to each Lender, in addition to the deliveries required pursuant to Section 6, the respective Note to be purchased by such Lender against the Borrowers’ receipt of the purchase price for such Note.
First Tranche. The Borrower shall repay the First Tranche, together with all other amounts outstanding under this Contract in relation to that Tranche in a single instalment on the Maturity Date.
First Tranche. Up to fifty percent (50%) of the Shares subject to the RSA will (except as otherwise provided in paragraph (c) below) vest and be earned if (A) the Executive is employed by the Company on June 30, 2010 and has been an employee continuously since the grant date and (B) operating income (as defined below) for the Company for the fiscal year ended June 30, 2010 equals or exceeds $51,000,000.00. If both the continued service condition described in (a)(i)(A) and the performance condition described in (a)(i)(B) are not met, then none of the Shares subject to the first tranche will vest; that is, both conditions must be met in order for any of such Shares to vest.
First Tranche. On each Closing Date for the First Tranche, the Company will sell and the Investors will buy (in the amounts set forth on Schedule A), in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the conditions set forth below, that number of Initial Shares derived from dividing the First Tranche Purchase Price by the Stated Value (as defined in the Certificate of Designation), Warrant A's to purchase that number of Warrant Shares as set forth in Section 2.4 above, and), Warrant B's to purchase that number of Warrant Shares as set forth in Section 2.4 above. The conditions precedent to each Closing of the First Tranche are as follows:
(i) Acceptance by each of the Investors of this Purchase Agreement and due execution by all parties of this Agreement and the Exhibits annexed hereto;
(ii) Delivery into escrow by the Company of the original Initial Shares, original Warrant A's, and original Warrant B's as more fully set forth in the Escrow Agreement attached hereto;
(iii) Delivery into escrow by the Investors of the Purchase Price as set forth in the Escrow Agreement annexed hereto;
(iv) All representations, covenants, and warranties of the Company contained herein shall remain true and correct in all material respects as of the applicable Closing Date for the First Tranche;
(v) Each of the Investors shall have received an opinion of counsel substantially in the form of Exhibit G annexed hereto dated as of the applicable Closing Date for the First Tranche and the Instruction Letter to the Transfer Agent annexed hereto as Exhibit H;
(vi) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Initial Shares, Warrant A's, and Warrant B's (which permits and qualifications shall remain in full force and effect as of the applicable Closing Date for the First Tranche), or shall have the availability of exemptions therefrom. At each Closing Date for the First Tranche, the sale and issuance of the Initial Shares, Warrant A's, and Warrant B's shall be legally permitted by all laws and regulations to which the Company and each of the Investors are subject; and
(vii) Written proof that the Certificate of Designation has been filed with the Secretary of State of the State of Nevada, and remains in full effect as of each Closing Date for the First Tranche.
First Tranche. On the Subscription Date, the Company will sell and the Investor will buy (in the amounts set forth on Schedule A), in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the conditions set forth below, that number of Initial Shares derived from dividing the First Tranche Purchase Price by the Issuance Price. The conditions precedent to the sale of the Initial Shares and Warrants are as follows:
(A) Acceptance by each of the Investor of a satisfactory Common Stock Purchase Agreement and due execution by all parties of this Agreement and the Exhibits annexed hereto;
(B) Delivery into escrow by the Company of the original Initial Shares and the original Warrants, as more fully set forth in the Escrow Agreement;
(C) All representations and warranties of the Company contained herein shall remain true and correct in all material respects as of the First Tranche Closing Date;
(D) The Investor shall have received an opinion of counsel substantially in the form of Exhibit D annexed hereto; and
(E) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Initial Shares, and Warrants, or shall have the availability of exemptions therefrom. At the First Tranche Closing Date, the sale and issuance of the Initial Shares and Warrants shall be legally permitted by all laws and regulations to which the Company and the Investor is subject.
