Third Tranche Clause Samples

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. 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. 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. 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. (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. 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 the Company's option (which must be in the form of written notice to each of the Investors at least five Business Days prior to the Closing of the Third Tranche setting forth the dollar amount which shall be a minimum of $1,000,000 and a maximum of $4,000,000) the Company will sell and the Investors will buy, in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the conditions set forth below, that number of Tertiary Shares derived from dividing the dollar amount set forth in the Company's option notice by the Issuance Price (pro rata amongst the Investors based upon their Investor's First Tranche Purchase Price), after the earlier to occur of (x) 255 calendar days after the Subscription Date, and (z) two calendar days after the expiration of the final Reset Period for the Secondary Shares, upon the satisfaction of each of the following conditions (the Company must exercise this option within 20 calendar days after the earlier of (y) and (x) herein): (A) Delivery into escrow by the Company of the original Tertiary Shares, as more fully set forth in the Escrow Agreement attached hereto; (B) The Investors shall have received an opinion of counsel of the Company as set forth in Exhibit D annexed to this Agreement, dated on the Third Tranche Closing Date; (C) The Registration Statement (which includes at least 100% of the Initial Shares, 100% of the Secondary Shares which have been subject to a Reset Period, 150% of the Secondary Shares which have not yet been subject to a Reset Period, 150% of the Tertiary Shares, and 100% of the Warrant Shares) has previously become effective and remains effective for at least 40 calendar days and during the ten (10) Trading Days immediately prior to the Company's notice for the Third Tranche and the Third Tranche Closing Date, and (A) neither the Company nor any of the Investors shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and the Investors are reasonably satisfied that the SEC no longer is considering or intends to take such action), and (B) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related pr...

Third Tranche. The closing of the third tranche of the Initial Closing shall take place, on or before January 17, 2014, subject to the prior unanimous written approval of the Major Holders (as defined in this Section 1.2(a)(iii)) on or before December 31, 2013. If the Major Holders unanimously elect and agree to hold a closing of the third tranche of the Initial Closing, the Major Holders shall give written notice thereof to the Company and all other Investors specifying therein the date of the closing of such third tranche (the “Third Tranche Notice”), which third tranche closing shall be held no less than fifteen (15) days after the Third Tranche Notice has been deemed to have been given pursuant hereto (but in any event on or before January 17, 2014). In such event, each Investor listed on Schedule A hereto under the heading “Third Tranche of Initial Closing (on or before January 17, 2014)” shall purchase (and is hereby committing to purchase) the number of Shares set forth opposite its name under such heading. For purposes of this Section 1.2(a)(iii) and Section 9.16 hereof only, the term “Major Holders” shall mean and include each holder of at least five percent (5%) of the then outstanding shares of the Preferred Stock of the Company regardless of series (it being understood that (A) for purposes of determining if a holder is a Major Holder (1) such threshold shall be calculated based solely on outstanding shares of Preferred Stock on an as-converted to Common Stock basis, and (2) shares of Common Stock actually issued upon conversion of any series of Preferred Stock shall not be taken into account and (B) any vote of the Major Holders pursuant to this Section 1.2 shall be by individual holder and not based on the voting power of the Preferred Stock held by such holder).

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.