Sale of PPDA Common Stock Pursuant to the Modification Conditions Sample Clauses

Sale of PPDA Common Stock Pursuant to the Modification Conditions. If the Modification Conditions fully occur on or prior to the Deadline Date, the GD Payment and the transfer of the Settlement Assets to the Shareholders (or their designee) shall be deemed made in part for the repurchase by PPDA of 4,699,029 shares of PPDA Common Stock owned by GD and Kauai collectively (the “GD Stock Repurchase”), and the DD Payment and the transfer of the Settlement Assets to the Shareholders (or their designee) shall be deemed made in part for the repurchase by PPDA of 4,699,029 shares of PPDA Common Stock owned by DD (the “DD Stock Repurchase”). PPDA shall give GD and DD written notice at least five business days prior to PPDA’s good faith intention to satisfy the Modification Conditions, along with a signed statement from a PPDA executive officer stating that PPDA will satisfy the Modification Conditions within seven business days after the date of the notice (collectively, the “PPDA Notice”), and GD and DD will then each (1) send, within two business days after receiving the PPDA Notice, his (or Kauai’s) existing actual stock certificates (as opposed to copies) representing shares of the PPDA Common Stock currently owned by GD, DD and/or Kauai in certificate form (the “Stock Certificates”) and a stock power duly endorsed in blank by GD, DD and/or Kauai, as applicable, to effect the GD Stock Repurchase and the DD Stock Repurchase with respect to shares represented by the Stock Certificates (such stock powers and the Stock Certificates, collectively, the “Stock Transfer Documentation”) to PPDA’s or ComVest Investment Partners’ outside counsel (reasonably satisfactory to the Shareholders) under an escrow arrangement established by and satisfactory to the Shareholders and the Shareholders’ counsel and (2) on the date on which the Modification Conditions are fully satisfied (if such date occurs before the Deadline Date), initiate the electronic transfer to PPDA of (A) all remaining shares of PPDA Common Stock subject to the GD Stock Repurchase that are held in electronic form (the “GD Electronic Shares”) and (B) all remaining shares of PPDA Common Stock subject to the DD Stock Repurchase that are held in electronic form (the “DD Electronic Shares” and, together with the GD Electronic Shares, the “Electronic Shares”); provided, that, any delay by the Shareholders in sending such Stock Transfer Documentation or initiating the electronic transfer to PPDA of the Electronic Shares in accordance with clause (2) above shall not release PPDA fro...
Sample 1
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Related to Sale of PPDA Common Stock Pursuant to the Modification Conditions

  • Xxxxx of Option; Conditions Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5th anniversary of the Termination Date (the “Renewal Term”), if:

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • CDSCs Related to the Redemption of Non-Omnibus Commission Shares CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

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