Second Tranche Purchase Price and Second Tranche Share Amount Sample Clauses

Second Tranche Purchase Price and Second Tranche Share Amount. (a) By March 24, 2023 or as earlier agreed upon by the parties, subject to the satisfaction or written waiver of the closing conditions with respect to the Second Closing set forth in the Amended SPA (the “Target Second Closing Date”), the Investor shall purchase 13,491,701 shares of Preferred Stock, having the terms set forth in the Series B Certificate of Designation (the “Second Tranche Shares”) at the Second Tranche Purchase Price. Subject to the terms and other closing conditions in Section 9, 10 and 11 of the Amended SPA, at the Second Closing, the Company shall issue and sell to the Investor, free and clear of all Liens, other than any liens arising as a result of any action by the Investor, and the Investor shall purchase from the Company, the Second Tranche Shares for the Second Tranche Aggregate Purchase Price.
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Second Tranche Purchase Price and Second Tranche Share Amount. On or prior to November 30, 2023, the Investor shall have the right (but not the obligation) to purchase a number of shares of Common Stock no greater than the Maximum Second Tranche Share Amount (the “Second Tranche Shares”) at the Second Tranche Purchase Price. At any time on or prior to August 15, 2023, if the Investor provides a written notice to the Company notifying it of Investor’s intent to purchase the Second Tranche Shares, within three (3) days from the date of such notice, the Company shall provide to the Investor a written response (the “Second Tranche Notice”) setting forth (i) the number of total issued and outstanding shares of capital stock of the Company and (ii) the name and the number of total issued and outstanding shares of capital stock of the Company held by the largest shareholder of the Company, in each case, as of the most practicable latest date. By no later than August 31, 2023, the Investor may elect to provide to the Company a written notice (the “Second Tranche Exercise Notice”) setting forth (a) the number of Second Tranche Shares elected to be purchased by the Investor (the “Second Tranche Share Amount”) and (b) the Second Tranche Purchase Price. “Second Tranche Purchase Price” shall mean the higher of (i) US$23 and (ii) one hundred and fifteen percent (115%) of the Volume-Weighted Average Closing Price of the twenty (20) consecutive Trading Day period immediately preceding the Second Tranche Exercise Notice. “Second Tranche Aggregate Purchase Price” shall mean an amount equal to the Second Tranche Purchase Price multiplied by the Second Tranche Share Amount. If the Investor so elects to purchase the Second Tranche Shares, subject to the terms and conditions of this Agreement, at the Second Closing, the Company shall issue and sell to the Investor, free and clear of all Liens, other than any liens arising as a result of any action by the Investor, and the Investor shall purchase from the Company, the Second Tranche Shares for the Second Tranche Aggregate Purchase Price. In the event of any stock dividend, stock split, combination of shares or other similar change in the capital structure of the Company after the date hereof and on or prior to the Second Closing which affects or relates to the Common Stock, the Second Tranche Share Amount shall be adjusted proportionately.

Related to Second Tranche Purchase Price and Second Tranche Share Amount

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • The Purchase Price Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option.

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Adjustment of Purchase Price and Number of Shares The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment upon occurrence of the following events:

  • Option Purchase Price Subject to Section 6.3(a)(iii) below, if ---- --------------------- the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company by reason of retirement or resignation, the "Option Purchase Price" for the Common Stock to be purchased from such Management Investor pursuant to the Purchase Option (such number of shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors ----------------------------- If the Termination Occurs: Option Purchase Price -------------------------- --------------------- On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% of prior to July 29, 1996 the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% of prior to July 29, 1997 the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% of prior to July 29, 1998 the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% of prior to July 29, 1999 the Purchase Number New Management Investors ------------------------ If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of the Adjusted Cost Price multiplied by the Closing Date Purchase Number After the first anniversary of the Closing Date, Adjusted Cost Price multiplied by 66 2/3% and on or prior to the second anniversary of the of the Purchase Number Closing Date After the second anniversary of the Closing Date, Adjusted Cost Price multiplied by 33 1/3% and on or prior to the third anniversary of the of the Purchase Number Closing Date As used herein, "Closing Date" for each New Management Investor means the date specified opposite such person's respective name on Schedule II hereto. Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Company may deduct from the Option Purchase Price paid to any Management Investor the aggregate amount of the outstanding principal and accrued but unpaid interest due on any Promissory Note of such Management Investor to the Company. As used herein, "Adjusted Cost Price" for each share of Common Stock means the original purchase price per share for the Management Investor's Common Stock as set forth in Section 1.1 (including any shares of Common Stock which have been converted into other shares of capital stock of the Company, and adjusted for any stock dividend payable upon, or subdivision or combination of, the Common Stock);

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

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