First Tranche Clause Samples

First Tranche. (a) For a period of 30 days following the Closing Date, the Shareholder Parties will not, directly or indirectly through another Person, offer, sell, contract to sell or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), including establishing or increasing a put equivalent position, or liquidating or decreasing a call equivalent position within the meaning of Section 16 of the 1934 Act with respect to, any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares, or publicly announce an intention to effect any such transaction (collectively, “Transfer”); provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company. (b) Subject to the Company’s material compliance with its obligations and covenants in Sections 4.1, 4.2 and 4.3 hereof, on or prior to the date that is 120 days following the Closing Date (the “First Tranche Sell Down Date”), the Shareholder Parties shall sell, transfer or otherwise divest, in a single transaction or offering or series of related transactions or offerings consummated on the same date, Subject Shares and/or Preferred Shares (the “First Tranche Shares”) that they Beneficially Own comprising and/or convertible into a number of Common Shares (i) greater than or equal to the First Tranche Minimum and (ii) less than or equal to the First Tranche Maximum, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion). Notwithstanding anything to the contrary in this Section 3.2(b), if a Registration Delay Event occurs or is continuing within the 20 trading days prior to the First Tranche Sell Down Date, and, as a result, the Shareholder Parties are prevented from either registering or divesting the First Tranche Shares during...

First Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “First Tranche Options”) upon satisfaction of both of the following criteria: (i) Optionee’s continued employment by the Corporation or any of its Subsidiaries as of the third 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 133% of the Exercise Price for at least 20 consecutive trading days (the “First Tranche Share Price Component”). The First Tranche Options shall not become exercisable if the First Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.

First Tranche. As of the date hereof, the aggregate outstanding principal amount of the First Tranche is $1,687,500 and the Borrower acknowledges that the First Tranche shall for all purposes hereunder constitute and be referred to as a portion of the Loan, without constituting a novation, but in all cases subject to the terms and conditions applicable to Loans hereunder. The Borrower shall not be permitted to reborrow any amount of the First Tranche once repaid.

First Tranche. No later than five (5) business days prior to the execution of a Business Combination Agreement, the Company shall deliver to the Additional Purchaser a substantially complete Business Combination Agreement, the Final Exercise Price and the Aggregate Committed Purchase Amount calculated in the manner set forth in Committed Forward Purchase Agreement (collectively, the “Business Combination Notice”). The Additional Forward Purchaser shall have the right, but not the obligation, to exercise up to the Maximum Additional Forward Purchase by written notice to the Company no later than five (5) business days after the delivery of the Business Combination Notice (“First Tranche Additional Forward Purchase”).

First Tranche. Up to fifty percent (50%) of the Shares subject to the RSA will (except as otherwise provided in paragraph (c) below) vest and be earned if (A) the Executive is employed by the Company on June 30, 2010 and has been an employee continuously since the grant date and (B) operating income (as defined below) for the Company for the fiscal year ended June 30, 2010 equals or exceeds $51,000,000.00. If both the continued service condition described in (a)(i)(A) and the performance condition described in (a)(i)(B) are not met, then none of the Shares subject to the first tranche will vest; that is, both conditions must be met in order for any of such Shares to vest.

First Tranche. Subject to the terms and conditions of this Agreement, the closing of the sale and issuance of the Notes to be issued in the First Tranche (the “First Closing”) shall be held at the offices of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich, LLP, Austin, Texas, at 9:00 a.m., local time, on May 14, 2004, or at such other time and place as Parent and the Lenders mutually agree (the “First Closing Date”). At the First Closing, the Borrowers shall deliver to each Lender, in addition to the deliveries required pursuant to Section 6, the respective Note to be purchased by such Lender against the Borrowers’ receipt of the purchase price for such Note.

First Tranche. The Borrower shall repay the First Tranche, together with all other amounts outstanding under this Contract in relation to that Tranche in a single instalment on the Maturity Date.

First Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on November 30, 2024 (the “First Tranche Closing Date”), 500,000 shares of Common Stock (the “First Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “First Tranche Purchase Price”). The First Tranche Purchase Price shall be paid on or before the First Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the First Tranche Closing Date. (b) On the First Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the First Tranche Closing Date, a direct registration book entry statement (a “DRS Statement”) reflecting 377,864 of the shares of the Common Stock purchased by Juvenescence at the First Tranche Closing Date. The Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Company at the First Tranche Closing Date a certificate for 122,136 shares of Common Stock in the name of Juvenescence, to be held by the Company pursuant to that certain pledge agreement (the “Pledge Agreement”) attached hereto as Exhibit C until the Second Tranche Closing has occurred (collectively, the “Pledged Shares”). If the Second Tranche Closing (as defined in Section 2.2 below) does not occur on or before 12:00 p.m. (Eastern Standard Time) on or before January 31, 2025 (the “Second Tranche Closing Deadline”) due to Juvenescence’s failure to comply with the terms of this Agreement, then all of the shares comprising the Pledged Shares shall be transferred to the Company pursuant to the Pledge Agreement effective as of the Second Tranche Closing Deadline. (c) On or before the First Tranche Closing Date, the Company shall deliver or cause to be delivered to Juvenescence the following: (i) this Agreement duly executed by the Company; (ii) an Officer’s Certificate, in form and substance reasonably satisfactory to Juvenescence, dated as of the First Tranche Closing Date, (i) attaching and certifying on behalf of the Company complete and correct copies of the resolutions authorizing the execution, delivery, and performance by the Company of this Ag...

First Tranche. The Investors shall purchase (pro rata) an aggregate principal amount of One Million ($1,000,000) Dollars (the "First Tranche Investment Amount") principal amount of Preferred Stock on the Subscription Date upon the satisfaction of the following conditions: (i) delivery into escrow by the Company of an aggregate principal amount of One Million ($1,000,000) 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 a copy of the filed Certificate of Designation, and any amendments thereto; (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. To the knowledge of the Company, 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 Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and all Exhibits hereto, the Certificate of Designation, the Escrow Agreement, 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 first tranche of the Preferred Stock; (vi) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; (vii) since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred; (viii) the trading of the Common Stock is not suspended by the SEC or the Principal Market, and the Common Stock shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. The issuance of the Securities with respect to the Closing for the first tranche of the Preferred Stock shall not violate the shareholder approval require...