Second Transaction. In the event that, after the date of this Agreement, Parent, HoldCo or Merger Sub increases the amount of the Offer Price to be paid for the Subject Shares (a “Second Transaction”), the Company Stockholder hereby waives, and shall cause each of his, her or its Affiliates who beneficially own or own of record any Subject Shares, to either execute and deliver to Parent such documents or instruments as may be necessary to waive, the right to receive the amount of such increase to the extent that such increase would constitute Profit, provided that in the event the Company Stockholder or its Affiliates shall receive the Second Transaction Consideration notwithstanding such waiver or failure to provide any such waiver, the Company Stockholder shall tender and pay, or cause to be tendered and paid, to Parent, or its designee, in immediately available funds, or if the Second Transaction Consideration does not entirely consist of cash, at the Company Stockholder’s option, in a proportionate amount of all such consideration, and promptly after receipt thereof, the Profit realized by the Company Stockholder from such Second Transaction.
Second Transaction. On the Closing Date, after the conclusion of the First Transaction, pursuant to the Stock Purchase Agreement between Elalouf, Lambxxx xxx Outside Investors Agreement, and subject to the terms thereof,
a. Exxxxxx xxx Lambxxx, xxllectively, shall proportionally deliver to the Outside Investors 140,000,000 of Elalouf's Shares and Lambxxx'x Xxxres, which represent ONE HUNDRED PERCENT (100%) of the remaining interest of Elalouf and Lambxxx xx Vertical; and
b. The Outside Investors shall cause to be delivered by inter-bank transfer, each to Lambxxx xxx Elalouf ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000).
Second Transaction. If, after the date of this Agreement, the amount of consideration to be received by the holders of Company Common Stock in connection with the Merger should be increased (a "SECOND TRANSACTION"), then, as may be requested by Parent, Stockholder will either (i) execute and deliver to Parent such documents or instruments as may be necessary to waive the right to receive fifty percent (50%) of such increase to the extent that such increase results in any Profit or (ii) tender and pay, or cause to be tendered and paid, to Parent, or its designee, in immediately available funds fifty percent (50%) of the Profit realized from such Second Transaction. As used in this Section 3(c), "PROFIT" will mean an amount equal to the excess, if any, of (y) the Second Transaction Consideration over (z) the Current Transaction Consideration. As used in this Agreement, "SECOND TRANSACTION CONSIDERATION" will mean all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by Stockholder in respect of the Total Shares in connection with or as a result of the Second Transaction or any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which Stockholder is required to devote, and under which Stockholder in good faith intends to devote, substantially all of Stockholder's business time and effort to the performance of executive services for the Company in a manner substantially similar to Stockholder's current employment arrangements with the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by Stockholder as a part of or in connection with the Second Transaction (such amounts to be calculated as of the date of consummation of such Second Transaction and assuming, for calculation purposes, Stockholder holds such number of Total Shares as set forth in Part A, Column 1 of Schedule I attached hereto without regard to the actual beneficial ownership of such shares).
Second Transaction. On or before 30 June 2009 (the “Second Closing Date”), Afilias shall acquire a second block of shares equal to 100,000 shares (the “Second Block”). Provided, however, that Afilias’ obligation to purchase the Second Block is contingent upon Afilias having distributable reserves (within the meaning of Part IV of the Companies (Amendment) Act 1983) sufficient to complete the acquisition of the Second Block as of the Second Closing Date. If Afilias shall be unable to purchase the entire Second Block as of the Second Closing Date due to distributable reserve restrictions, the rights and obligations of the parties with respect to all unpurchased Shares as of such date shall lapse and be of no further force or effect.
Second Transaction. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to bind or commit any of the Other MSV Investors (other than any Motient Related Party) to consummate the Second Transaction and nothing herein shall constitute a waiver or consent under any of the JV Agreements by any of the Other MSV Investors (other than any Motient Related Party) with respect to the Second Transaction.
Second Transaction. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, convey, assign and deliver to the Purchaser at the Second Closing (as defined below), free and clear of all Encumbrances and Transfer Restrictions other than the Permitted Restrictions , and the Purchaser hereby agrees to purchase, acquire and accept from the Seller at the Second Closing, subject to the Permitted Restrictions, a total of Five Million (5,000,000) Transaction Shares (such shares, the “Second Transaction Shares”; the purchase and sale of the Second Transaction Shares at the Second Closing, the “Second Transaction”).
