Third Tranche. If 1998 EBITDA exceeds the Cash Flow Target, ------------- subject to any Adjustments, by at least $3,000,000, the Bonus Pool shall be entitled to receive a total cash bonus equal to 32 1/2% of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA above $83,500,000, 5% of which shall be payable to the Executive and 27 1/2% of which shall be payable to such other key employees of the Company as the Executive shall determine after consultation with the Chief Executive Officer of PCC.
Third Tranche. The Borrower shall repay the Third Tranche, by equal semi-annual instalments of principal together with all other amounts outstanding under this Contract in relation to that Tranche on the Repayment Date(s) specified in the relevant Disbursement Offer. The first Repayment Date of the Third Tranche shall be the date falling on the Repayment Date immediately following the first anniversary of the Disbursement Date. The last Repayment Date of the Third Tranche shall be the date falling 5 (five) years from its Disbursement Date.
Third Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “Third Tranche Options”) upon satisfaction of both of the following criteria prior to the expiration of the Option: (i) Optionee’s continued employment by the Corporation or any of its Subsidiaries as of the fifth 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 200% of the Exercise Price for at least 20 consecutive trading days (the “Third Tranche Share Price Component”). The Third Tranche Options shall not become exercisable if the Third Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.
Third Tranche. OPLI will have an option to make a third investment of a maximum of $2.0 million in cash during December 1998 (the "Third Tranche"). In consideration of and upon funding of the Third Tranche, DVS will issue up to a maximum of $2.0 million of convertible preferred shares ("Preferred Stock")
Third Tranche. Subject to Section 4.3, the principal amount of the Third Tranche and other outstanding Obligations relating to the Third Tranche shall bear interest from the Closing Date to the date paid, at a rate equal to 10.5% per annum compounded quarterly. In each case such interest shall be payable in arrears in accordance with Section 4.2 and calculated in accordance with Section 4.4(b).
Third Tranche. Subject to the terms and conditions of this Agreement and the other Loan Documents, Lender agrees to loan to the Borrower the Third Tranche to or for the account of the Borrower on the Closing Date and the Borrower hereby irrevocably authorizes Lender to advance the Third Tranche on the Closing Date.
Third Tranche. At any time on or after the Closing Date but prior to the earlier to occur of (x) March 31, 2024 and (y) the termination of all unused Note Purchase Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, subject to the written approval of Athyrium, the Issuer may institute the Third Tranche in an aggregate amount not to exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000); provided, that: (a) the Issuer shall have obtained commitments for the amount of the Third Tranche from existing Purchasers or other Persons reasonably acceptable to Athyrium, which Purchasers shall join in this Agreement pursuant to such agreements as are reasonably acceptable to Athyrium; (b) the institution of the Third Tranche shall be in a minimum aggregate principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof;
(i) no Default or Event of Default shall exist and be continuing at the time of such institution, (ii) the use of proceeds for the Third Tranche shall be in accordance with Section 7.11 and (iii) the conditions precedent set forth in Section 5.02 shall have been satisfied prior to or contemporaneously with the purchase of the Third Tranche Notes; (d) (i) the final maturity date with respect to the Third Tranche Notes shall be the Maturity Date, (ii) there shall be no scheduled principal amortization payments for the Third Tranche Notes (except, following the Amortization Trigger Date, as set forth in Section 2.05) and (iii) the interest rate, repayment premiums, exit fees and ticking fees for the Third Tranche shall be as set forth in this Agreement and the other Note Documents; (e) the Issuer shall have paid all fees and original issue discount required to be paid in connection therewith, including pursuant to the Fee Letters; (f) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Third Tranche Note Purchasers, as set forth in the Third Tranche Joinder Agreement; (g) no Purchaser shall be obligated to participate in the Third Tranche, which decision shall be made in the sole discretion of each Purchaser; (h) the Third Tranche Purchasers, the Administrative Agent, Athyrium and the Credit Parties shall have entered into (i) the Third Tranche Joinder Agreement and (ii) such technical amendments to this Agreement and the other Note Documents as are necessary, in the Administrative Agent’...
Third Tranche. At the Company's sole option, as the Company has the option to terminate the third tranche for any reason (in the event the Company has terminated the second tranche for any reason, the third tranche is automatically terminated), the Investors shall purchase (pro rata) an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars (the "Third Tranche Investment Amount") principal amount of Preferred Stock, on the ninetieth (90th) day following the later of (a) the second tranche's Effective Date or (b) the Closing Date for the second tranche, and upon the Company's request in writing ten (10) days prior to the date of the third tranche's Closing Date, upon the satisfaction of the following conditions:
(i) delivery into escrow by the Company of an aggregate principal amount of Five Hundred Thousand ($500,000) Dollars of original Preferred Stock, as more fully set forth in the Escrow Agreement attached hereto as Exhibit E;
(ii) the Investors shall have received an opinion of counsel of the Company as set forth in this Agreement;
(iii) the Investors shall have received certification from the Company that the Certificate of Designation previously supplied to the Investors on the Closing Date for the first and second tranches has not been altered and remain in full force and effect;
(iv) the Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Preferred Stock, or shall have the availability of exemptions therefrom. The sale and issuance of the Preferred Stock shall be legally permitted by all laws and regulations to which the Company is subject;
(v) the Investors shall have received written certification that the representations and warranties of the Company are true and correct in all material respects as of the Closing Date for the third tranche of the Preferred Stock as though made at each such time (except for representations and warranties specifically made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and including the Closing Date for the third tranche of the Preferred Stock;
(vi) the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, the Certificate of Designation, the Registration Rights Agreement and the Warrants, to be performed, satisfied or complied with by the Company at or prior to the Closing Date for the th...
Third Tranche. (i) Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth below in this Section 1.1(d)), at the Third Tranche Closing (as defined in section 1.2(c)(i)), the Company shall issue and sell to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, that number of shares of Series D Preferred Stock set forth opposite each such Purchaser’s name under the heading “Third Tranche Shares” on Exhibit A, at a purchase price per share equal to the Series D Price. Subject to the provisions of this Section 1.1(d), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Third Tranche Closing shall be 25,481,775 (such aggregate number of shares, subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock, being hereinafter referred to as the “Third Tranche Shares”) and the aggregate purchase price payable by the Purchasers at the Third Tranche Closing for all of the Third Tranche Shares shall be $14,999,999.85.
(ii) The sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d) shall be consummated only if (1) either the Board of Directors of the Company determines that the Milestones (as defined in Section 1.4 below) have been achieved or those Purchasers that hold at least seventy-five percent (75%) of the Tranche Shares issued and outstanding agree in writing to waive the requirement that the Milestones be achieved as a condition precedent to such sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d), (2) the Company delivers a written notice to all of the Purchasers (the “Third Tranche Closing Notice”) stating that (A) the Board of Directors of the Company has determined that the Milestones have been achieved or that the requirement that the Milestones be achieved as a condition precedent to such sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d) has been waived in accordance with the provisions of the foregoing clause (1) of this Section 1.1(d)(ii) and (B) the Company desires to consummate such sale and purchase of the Third Tranche Shares pursuant to this Section 1.1(d), and setting forth a proposed date for the Third Tranche Closing that is consistent with the applicable requirements of Section 1.1(d)(iii) below, (3) those Purch...
Third Tranche. If the Company decides to terminate the Agreement after three months following the Effective Date and prior to six months after Effective Date, shares of Common Stock shall be issued and delivered on a pro rata basis, at the rate of 12,963 Shares of Common Stock per day computed as of the date following three months of the Effective Date. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood that the Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock that have been issued and delivered to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company’s assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares of Common Stock that have been issued and delivered to it hereunder. Customary anti-dilution and adjustments for stock splits shall apply to the Common Stock issuable and deliverable hereunder.
