Estimated Purchase Price Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.
Qualified Purchaser Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories:
Accelerated Purchases Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Additional Purchase Price The purchase price for the Additional Shares (the "Additional Purchase Price") shall be an amount equal to (i) the difference between (1) the aggregate proceeds to Purchaser from the sale of the Optional Securities and (2) the aggregate cost to Purchaser, as notified by Purchaser to Seller at the Second Time of Delivery, of the Additional STRIPS, multiplied by (ii) a fraction, the numerator of which is the Firm Share Base Amount and the denominator of which is the number of Firm Securities.
Additional Purchases; Adjustments Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.
Substitute Purchase Warrant In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.
Additional Accelerated Purchases Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional Accelerated Purchase Notice on an Additional Accelerated Purchase Date in accordance with this Agreement, to purchase the applicable Additional Accelerated Purchase Share Amount at the applicable Additional Accelerated Purchase Price therefor in accordance with this Agreement (each such purchase, an “Additional Accelerated Purchase”). The Company may deliver multiple Additional Accelerated Purchase Notices to the Investor on an Additional Accelerated Purchase Date only (i) on a Business Day that is also the Accelerated Purchase Date for an Accelerated Purchase with respect to which each of the conditions set forth in the second sentence of Section 2(b) have been satisfied, and (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. The Investor will provide to the Company a written confirmation of each Additional Accelerated Purchase on such Additional Accelerated Purchase Date setting forth the applicable Additional Accelerated Purchase Share Amount and Additional Accelerated Purchase Price for each such Additional Accelerated Purchase on such Additional Accelerated Purchase Date in the Accelerated Purchase Confirmation for the related Accelerated Purchase as provided in the last sentence of Section 2(b).
Deferred Purchase Price On each Business Day on and after the Final Payout Date, the Servicer, on behalf of the Agent, shall pay to the SPV an amount equal to the Collections of Receivables received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Servicer on its behalf) shall apply such Collections in the manner described in Section 2.14).
Additional Purchasers Persons or entities that, after the date hereof, purchase shares of any series of convertible preferred stock of the Company may, with the prior written approval of the Company (but without the need for approval by any other party to this Agreement), become parties to this Agreement by executing and delivering a counterpart signature page, whereupon they shall be deemed “Purchasers” for all purposes of this Agreement. The Company can amend Exhibit A hereto to reflect the addition of additional Purchasers. Executed as of the date first written above. COMPANY: TANGOE, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Xx. President PURCHASERS: EDISON VENTURE FUND IV, L.P. By its General Partner EDISON PARTNERS IV By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner EDISON VENTURE FUND IV SBIC, L.P. By its General Partner EDISON PARTNERS IV By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner [Signature Page to Eighth Amended and Restated Investor Rights Agreement] NORTH ATLANTIC VENTURE FUND III, A LIMITED PARTNERSHIP By: North Atlantic Investors III, L.L.C., its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director NORTH ATLANTIC SBIC IV, L.P. By: North Atlantic Investors III, L.L.C., its General Partner By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director INVESTOR GROWTH CAPITAL LIMITED By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: ‘A’ Director By: /s/ Xxxxxx xx Xxxx Name: Xxxxxx xx Xxxx Title: B-Director INVESTOR GROUP, L.P. By its General Partner INVESTOR GROUP G.P., LIMITED By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: ‘A’ Director By: /s/ Xxxxxx xx Xxxx Name: Xxxxxx xx Xxxx Title: B-Director [Signature Page to Eighth Amended and Restated AXIOM VENTURE PARTNERS III, L.P. By its General Partner AXIOM VENTURE ASSOCIATES, L.P. By its General Partner By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Chairman Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxxxx BARD FINANCIAL SERVICES, INC., PROFIT SHARING PLAN By: Name: Xxxxxxx Xxxxxxxxx Title: Trustee Xxxxx Xxxxx Investor Rights Agreement] OCI CHEMICAL CORPORATION By: Name: Xxxxx Xxxxxxx Xxxxxx Title: Executive Vice President Xxxxx Xxxx Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) Xxxxxx Xxxx /s/ Xxxxxx X. Xxxxxxxx, Xx. Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx Xxx /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxx Xx Fairfield Xxx X. Xxxxxxx [Signature Page to Eighth Amended and Restated Investor Rights Agreement] HO2.1 FUND, L.P. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Partner HO2.1 AFFILIATES FUND, L.P. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Partner HO2.1 ANNEX FUND, L.P. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: General Partner JACQUES MANAGEMENT, LLC By: Name: Xxxxx Xxxxxxx Title: Director XXXXXXX FAMILY LLC By: Name: Title: Xxxxxxx Xxxxx Xxxxxxx Xxxxx [Signature Page to Eighth Amended and Restated Investor Rights Agreement] XXXXX XXXXX FUND VI L.P. By: SRB Associates VI L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner XXXXX XXXXX VI AFFILIATES FUND L.P. By: SRB Associates VI L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner XXXXX XXXXX XXXXXXX MANAGEMENT COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President XXXXX XXXXX FUND VIII L.P. By: SRB Associates VIII L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Genera Partner XXXXX XXXXX VIII AFFILIATES FUND L.P. By: SRB Associates VIII L.P. Its General Partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: General Partner [Signature Page to Eighth Amended and Restated Xxxxx X. Start TARRANT VENTURES PARTNERS, L.P. By: Name: Title: TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA By: /s/ Panda X.X. Xxxxxxx Name: Panda X.X. Xxxxxxx Title: Director VENTURE LENDING & LEASING IV, LLC By: Name: Title: VENTURELINK PARTNERS, LP By: Name: Title: VERTEX PARTNERS, L.P. By: Name: Title: [Signature Page to Eighth Amended and Restated Exhibit A List of Purchasers Name and Address North Atlantic Venture Fund III, L.P. Xxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxx Xxxxxx X. Xxxxxxxx, Xx. 00 Xxxxxx Xxxx Road Woodbridge, CT 06525 with a copy to: Xxxxx Peabody LLP 000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx, Esq. Xxxxxx X. Xxxxxxxx 000 Xxxxx’x Xxx Xxxxxxxx, XX 00000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxx Xxxxxx, XX 00000 Edison Venture Fund IV SBIC, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, XX 00000 Xxxxx Xxxxx 00 Xxxxxxx Xxxxx Xxxx. Shelton, CT 06484 with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxxx 000 Xxx Xxxx Xxxxx Xxxx Xxxxxxxxx, CT 06498 Xxxxxxxxxxx X. Xxxxxx 0000 Xxxxxxxx Xxxxx Fort Worth, Texas 76126 Edison Venture Fund IV, L.P. 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, VA 22102 Xxxxxxxx Xxx 00 Xxxxxxxxxxx Xxxx Xxxxxxx, XX 00000 with a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 0000 Xxxxxx Xxxx., Xxxxx 0000 XxXxxx, Virginia 22102 Attention: Xxxxxxx X. Xxxxx, Esq. Xxxxxxx Xxxxxxxxx 000 Xxxxxx Xxxxx Xx. #000 Xxxx Xxxxx, XX 00000 Xxxx X. Xxxxxxx 00 Xxxxx Xxxx Woodbridge, CT 06525 Bard Financial Services, Inc, Profit Sharing Plan 000 Xxxxxx Xxxx #108 West Haven, CT 06516 Xxxxx XxXxxxxxxxxx 0 Xxxxxx Xxxxx Xxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxxx 0 Xxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Xxxxxxx Xxxxxx 00 Xxxxxxx Xxxxx Drive Woodbridge, CT 06525 Xxx Xxxxxxxxx & Xxxxxxx Xxxxxxxxx (as Joint Tenants with rights of survivorship) 000 Xxxxxx Xxxx Laurel Hollow, NY 11791 Xxxxxx Xxxxxxxx 000 Xxxxxxxx Xxxxx Madison, CT 06443 Xxxxxx Xxxx 00 Xxxxxxx Xxxx Darien, CT 06820 Xxxx Xxxxxxx 000 Xxxxxxxxx Xxxxx Rocky Hill, CT 06067 OCI Chemical Corporation 0 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn.: Xxxxx Xxxxxxx Xxxxxx, EVP Xxxxx Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxx Xxxxx Xxxxxxxx, XX 00000 Xxx Xx Fairfield 000 Xxxx Xxxxx Ladenberg, PA 19350 Xxxxx Xxxxxxxx 00 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Xxx X. Xxxxxxx 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx 00000 Xxxxx Xxxxxxx 000 Xxx Xxxxxx Xxxx Xx. Xxxxxxxxxx, XX 00000 Axiom Venture Partners III LP CityPlace II – 17th Floor 000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxx Xxxxxx c/o Competition Law Group 000 X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Xxxxxxx X. Xxxx 0000 Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxxxx X. Xxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240 Convergent Investors VI, L.P. 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 CVF, LLC c/o Henry Crown & Company 000 X. XxXxxxx Street Chicago, IL 60601 G&H Partners, L.P. 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx, Xxxxxxxxxx 9 4025 Xxxxxx Xxxxxx 00000 Xxxx Xxxx, Suite 1670 Dallas, Texas 75240
Additional Investment The Investor commits to invest in additional Class A Shares or American depositary shares representing Class A Shares if and when the Company conducts an IPO, of an amount of no more than the Purchase Price. The Company and the lead underwriters shall have the right to accept or not accept such investment and, if so accepted, to determine whether to accept the investment as part of the IPO or as a private placement. Neither the Company nor any underwriter for the Company’s IPO is under any obligation or commitment to issue any shares to the Investor in the IPO. Any such issuance will be decided by the Company and the lead underwriters for the IPO and must be in compliance with all applicable laws, regulations and rules.
