Tranche II Shares Sample Clauses

Tranche II Shares. Within 90 days following the last day of the Tranche II Vesting Period, Buyer shall deliver and convey to Seller 4,720,000 shares3/ of Company Common Stock (subject to proportionate adjustment for stock splits, stock dividends, stock combinations (including the Reverse Split) and similar events after the Effective Date) (the “Tranche II Shares”), free and clear of all Encumbrances (other than any Encumbrance created by Seller). For purposes hereof, “Tranche II Vesting Period” means the first period of ten (10) consecutive Trading Days commencing after the Commencement Date and ending prior to the Expiration Date on each of at least seven (7) of which the Common Stock Market Value is equal to or greater than $0.79454/ (subject to proportionate adjustment for stock splits, stock dividends, stock combinations (including the Reverse Split) and similar events after the Effective Date). In the event that, prior to the occurrence of a Tranche II Vesting Period, the Company is consummating a Sale Transaction in which the value of the consideration to be received for each outstanding share of Company Common Stock by the holders thereof is equal to or greater than $0.7945 (subject to proportionate adjustment for stock splits, stock dividends, stock 1/ 122,917 shares giving effect to the Reverse Split as if it occurred on the Effective Date. 2/ $20.3392 giving effect to the Reverse Split as if it occurred on the Effective Date. 3/ 147,500 shares giving effect to the Reverse Split as if it occurred on the Effective Date. 4/ $25.424 giving effect to the Reverse Split as if it occurred on the Effective Date. combinations (including the Reverse Split) and similar events after the Effective Date), as determined in good faith by the Board, Buyer shall deliver the Tranche II Shares to Seller prior to such consummation as if the Tranche II Vesting Period had occurred immediately prior thereto. In the event that, prior to the occurrence of a Tranche II Vesting Period, the Company shall consummate a Sale Transaction in which the value of the consideration to be received for each outstanding share of Company Common Stock by the holders thereof is less than $0.7945, as determined in good faith by the Board, then, immediately upon consummation of such Sale Transaction, any right of Seller to receive from Buyer, and any obligation of Buyer to deliver to Seller, the Tranche II Shares shall terminate and be of no further force or effect.
Sample 1
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Tranche II Shares. At the Closing, Category 5 shall deliver to a third-party escrow agent (the "Escrow Agent") satisfactory to both parties the remaining 1,500,000 Category 5 Shares (the "Tranche II Shares"), to be released pursuant to the terms of an escrow agreement ("Escrow Agreement") among Category 5, the Company and Sellers in substantially the form attached hereto as Exhibit A. The Sellers shall have voting rights with respect to the Tranche II shares commencing the Closing Date. The Tranche II Shares shall secure Category 5 against undisclosed liabilities, misrepresentations and breaches of warranties, covenants and agreements, and such Tranche II Shares shall be released to Sellers as follows: (a) If, during or prior to the end of the twelve (12) months following the Closing, Category 5 and/or the Company have generated revenues from the sale and/or license of FlashAlly outside of Category 5's seminars ("Non-Seminar Sales") equal to or exceeding $5 million, the Escrow Agent shall release to Sellers 500,000 of the Tranche II Shares. (b) If, during or prior to the end of the eighteen (18) months following the Closing, Category 5 and/or the Company have generated revenues from Non Category 5 Seminar Sales equal to or exceeding $10 million, the Escrow Agent shall release to Sellers an additional 500,000 of the Tranche II Shares. (c) If, during or prior to the end of the twenty-four (24) months following the Closing, Category 5 and/or the Company have generated revenues from Non-Category 5 Seminar Sales equal to or exceeding $15 million, the Escrow Agent shall release to Sellers the remaining 500,000 of the Tranche II Shares.
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Tranche II Shares. Within 90 days following the last day of the Tranche II Vesting Date, Buyer shall deliver and convey to Seller 135,036 shares of Company Common Stock (subject to proportionate adjustment for stock splits, stock dividends, stock combinations and similar events after the Sale Closing Date) (the “Tranche II Shares”), free and clear of all Encumbrances (other than any Encumbrance created by Seller). For purposes hereof, “Tranche II Vesting Date” shall mean the earlier of (i) the last of any seven (7) Valuation Dates, within any period of ten (10) or fewer consecutive Valuation Dates that commence after the Commencement Date and prior to the Expiration Date, on each of which the Common Stock Market Value is equal to or greater than $27.7717 (subject to proportionate adjustment for stock splits, stock dividends, stock combinations and similar events after the Sale Closing Date) (the “Tranche II Vesting Threshold”), (ii) the first date, prior to the Expiration Date on which the Company files an Annual Report on Form 10-K for a fiscal year of the Company ending on or after December 31, 2012, in connection with which a Valuation was prepared and delivered to each of Seller and Buyer, which Valuation determines that the value of a share of Company Common Stock is greater than or equal to the Tranche II Vesting Threshold, and (iii) the first date, after the Commencement Date and prior to the Expiration Date, on which the Company or Buyer consummates a sale of Company Common Stock for cash to one or more Persons that are not Affiliates of the Company in a capital raising transaction at an Effective Price Per Share greater than or equal to the Tranche II Vesting Threshold; excluding for purposes of this subsection (iii), sales of Company Common Stock by Buyer in ordinary brokerage transactions affected on a Principal Market. In the event that, prior to the occurrence of a Tranche II Vesting Date and the Expiration Date, the Company is consummating a Sale Transaction in which the value of the consideration to be received for each outstanding share of Company Common Stock by the holders thereof is equal to or greater than the Tranche II Vesting Threshold, as determined in good faith by the Board, Buyer shall deliver the Tranche II Shares to Seller prior to such consummation as if the Tranche II Vesting Date had occurred immediately prior thereto. In the event that, prior to the occurrence of a Tranche II Vesting Date, the Company shall consummate a Sale Transaction in wh...
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Tranche II Shares. The Purchaser represents and warrants that it hereby irrevocably covenants to proceed with the purchase of the Tranche II Shares subject only to the following enumerated conditions: (a) The Company shall cause to be prepared and timely filed all periodic reports, including but not limited to Form 10-K and Form 10-Q, with the Securities and Exchange Commission (the “SEC”) in accordance with its obligations as a fully reporting issuer subject to the Exchange Act reporting requirements; (b) The Company shall cause to be prepared and timely filed a Form 8-K with the Securities and Exchange Commission (the “SEC”) in accordance with its obligations as a fully reporting issuer subject to the Exchange Act, reporting requirements; (c) The Company’s common stock remains listed and traded on the OTCBB® as of the Tranche II Closing Date; (d) The Company will not have authorized and issued any securities (debt or equity, option or warrants or other securities exchangeable for or convertible into securities of common stock) and will not incur any liabilities that would otherwise be paid from the proceeds of the Tranche II Share from the filing of its quarterly report for the third quarter on Form 10-Q to the Tranche II Closing Date except as disclosed in paragraph 2.16 of this Agreement; and (e) Xxx X. Xxxxxxxx XX shall remain the sole officer and director of the Company and shall resign upon the Tranche II Closing Date. If the conditions described by this Section 3.7 are subsequently satisfied, then the Purchaser shall render payment for the Tranche II Shares in the amount of $225,000 as directed by the Company on the Tranche II Closing Date as specified in Section 1.2(b). If, notwithstanding the satisfaction of these conditions (3.7(a)-(d),) Purchaser fails to render payment for the Tranche II Shares in accordance herewith, Purchaser acknowledges that the Company would not have an adequate remedy at law for money damages for breach of this covenant.
Sample 1
Tranche II Shares. At the Closing, Category 5 shall deliver to a third-party escrow agent (the "Escrow Agent") satisfactory to both parties the remaining 1,000,000 Exchange Shares (the "Tranche II Shares"), to be released pursuant to the terms of an escrow agreement (the "Escrow Agreement") among Category 5, CaptureQuest and Sellers in substantially the form attached hereto as Exhibit B. The Sellers shall have voting rights with respect to the Tranche II shares commencing the Effective Date. The escrow of the Tranche II Shares shall protect Category 5 against undisclosed liabilities, misrepresentations and breaches of warranties, covenants and agreements on the part of CaptureQuest. On April 30, 2003 (the "Release Date"), the number of Tranche II shares that shall be released from escrow and delivered to the Sellers shall be determined as follows: if CaptureQuest attains gross revenue of $4,000,000 ("Benchmark Revenue") and net income (before corporate allocation) of $1,000,000 ("Benchmark Income") during the 12-month period following the Effective Date, all Tranche II shares shall be delivered to the Sellers; however, if the Company is unable to achieve Benchmark Revenue or Benchmark Income during such 12-month period, the number of Tranche II Shares released from escrow to Sellers on the Release Date shall be equal to the product of all Tranche II shares multiplied by the average of the ratio of actual gross revenue to Benchmark Revenue and the ratio of actual net income to Benchmark Income. Regardless of whether Benchmark Revenue or Benchmark Income is attained, the percentage of the Tranche II Shares released from escrow on the Release Date to which each individual Seller is entitled is set forth on Schedule 1.1(b)(ii).
Sample 1
Tranche II Shares. The Purchaser represents and warrants that it hereby irrevocably covenants to proceed with the purchase of the Tranche II Shares subject only to the following enumerated conditions: The Company shall cause to be prepared and timely filed all periodic reports, including but not limited to Form 10-K and Form 10-Q, with the Securities and Exchange Commission (the “SEC”) in accordance with its obligations as a fully reporting issuer subject to the Exchange Act reporting requirements; The Company shall cause to be prepared and timely filed a Form 8-K with the Securities and Exchange Commission (the “SEC”) in accordance with its obligations as a fully reporting issuer subject to the Exchange Act, reporting requirements; The Company’s common stock remains listed and traded on the OTCBB® as of the Tranche II Closing Date; The Company will not have authorized and issued any securities (debt or equity, option or warrants or other securities exchangeable for or convertible into securities of common stock) and will not incur any liabilities that would otherwise be paid from the proceeds of the Tranche II Share from the filing of its quarterly report for the third quarter on Form 10-Q to the Tranche II Closing Date; and
Sample 1

Related to Tranche II Shares

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Share Purchase Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Shares shall be $152,500, payable to the Seller (the “Purchase Price”).

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Investor; (b) The Common Stock shall be listed on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and such suspension has not subsequently been cured; (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the chief executive officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit B; (d) The Registration Statement shall be effective and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which is sufficient to issue to the Investor not less than the full Available Amount worth of Purchase Shares. The Current Report and the Initial Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a). The Prospectus shall be current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Any other Prospectus Supplements required to have been filed by the Company with the SEC under the Securities Act at or prior to the Commencement Date shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Securities Act; (e) The Company will have delivered to the Transfer Agent irrevocable instructions, in a form reasonably acceptable to the Investor, to issue Purchase Shares in accordance with this Agreement; and (f) No Event of Default has occurred and is continuing.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commencement Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Tranche B Loans Each Lender severally agrees to lend to Borrowers, on a joint and several basis, from time to time during the period from the date of entry of the Interim Borrowing Order to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effect.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • Subsequent Closing The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, at 10:00 a.m. and at the offices of Lexence N.V., Xxxxx Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

  • Authorized Capital; Options, etc The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

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