Fourth Tranche Clause Samples

Fourth Tranche of the Securities Purchase Agreement is hereby amended and restated in its entirety to read as follows: “Purchase. The Purchasers will purchase an aggregate of up to $6,500,000 in Subscription Amount corresponding to an aggregate of up to $6,630,000 in Principal Amount of Notes. The purchase will occur in up to six (6) tranches of (each a “Tranche,” and collectively the “Tranches”), with the first Tranche of $500,000 being closed upon execution of this Agreement (the “First Closing”). The second Tranche will be for $500,000 and will occur two weeks after the First Closing. The third Tranche will be for $500,000 and will occur within three (3) Business Days after the filing of a Registration Statement. The fourth Tranche will be for $500,000 and will be funded in two separate sub-tranches, the first sub-tranche will be for $250,000 and will occur on September 17, 2015, and the second sub-tranche will be for $250,000 and will occur on October 1, 2015. The fifth Tranche will be for $2,250,000 and will occur on the SEC Effective Date. The sixth Tranche will be for $2,250,000 and will occur within three (3) Business Days after the SEC Effective Date. The Purchasers shall not be required to fund any of the second through sixth Tranches if the Company is in default of any of the Notes. In addition, the Purchasers shall not be required to fund any of the second through sixth Tranches if the Equity Conditions (as defined in the Note) are not met on each of such Closing Dates; provided that the Company shall have thirty (30) days to cure any such failure. Notwithstanding the foregoing, in the event that on the date the Purchaser is required to fund the second or third Tranche the average daily dollar volume of the Company’s common stock for the previous twenty (20) trading days is between $30,001 and $49,999, the Purchaser shall only be required to fund that Tranche for $250,000 in Subscription Amount (corresponding to $255,000 Principal Amount of such Note).”

Fourth Tranche. In the event that LLL satisfies the Fourth Milestone Goals on or before March 31, 2001 (the "Fourth Goal Date"), then, subject to Section 10.3 hereof, SoftNet shall deliver to each Shareholder, on the date which is no more than ten (10) business days following the satisfaction of such goals (or, if the Closing shall not have then occurred and shall subsequently occur, on the date which is no more than (10) business days following the Closing), such Shareholder's pro-rata portion of the Fourth Tranche Shares based on the number of shares of LLL Common Stock held by the Shareholder on the Closing Date. If LLL shall fail to satisfy the Fourth Milestone Goals on or before the Fourth Goal Date, the Fourth Tranche Shares shall be terminated and no Shareholder shall have any rights or claims to the Fourth Tranche Shares.

Fourth Tranche. Buyer shall purchase an additional 10,000 Seller Units upon completion by Seller of the Third Phase and realization of the Phase Three Objectives, in exchange for $10,000,000.00 (“Fourth Tranche”), which shall be used by Seller in its execution and realization of the fourth phase (“Fourth Phase”) of Intermediate Objectives set forth in the Master Project Schedule (“Phase Four Objectives”).

Fourth Tranche. (1) Subject to the exercise of the Option, to maintain the Option in good standing in Year 4, South32 must, in accordance with section 3.9 and after the date on which South32 gives the Silver Bull Parties notice under section 4.2(3)(a)(i), advance to the Company the Fourth Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 4 Approved Program. (2) If pursuant to section 6.11(8) the Technical Committee approves the alteration or modification of the Year 4 Approved Program and an increase in the Approved Budget that relates to the Year 4 Program, then South32 must, in accordance with section 3.9, make an additional advance of capital to the Company to fund the Additional Qualifying Expenditure. (3) Subject to and in accordance with section 6, the Operator must use commercially reasonable efforts to apply the entire Fourth Tranche to fund the Qualifying Expenditures to be incurred in undertaking the Operations contemplated by the Year 4 Approved Program within Year 4. (4) If the Operator does not apply the entire Fourth Tranche as required by section 3.5(3) then as long as the Operator has otherwise complied with its obligations under section 3.5(3): (a) no Party will be taken to be in default of this Agreement; (b) if the Option Period is extended pursuant to section 3.6 then any amount of the Fourth Tranche not applied will be held by the Operator and carried forward and applied solely to fund the Qualifying Expenditures to be incurred in undertaking the Operations to be conducted in such extension; (c) if South32 exercises the Option pursuant to section 4.2(4), any amount of the Fourth Tranche not applied will be applied solely to fund the initial program and budget prepared and approved pursuant to the Shareholders Agreement; and (d) if South32 terminates this Agreement without exercising the Option, then any amount of the Fourth Tranche not applied must be returned to South32 by the Company within fourteen (14) days of the date of such termination and the Silver Bull Parties will have no Claim against South32 with respect to it. (5) If the Operator does not apply the entire Fourth Tranche as required by section 3.5(3) and has not otherwise complied with its obligations under section 3.5(3) and South32 terminates this Agreement without exercising the Option, then any amount of the Fourth Tranche not applied will be returned to South32 by the Company within fourteen (14) days of the date of such...

Fourth Tranche. The fourth tranche (10%) of the Relevant Payables shall be payable by the relevant Target Company to the relevant Vendor(s) within 10 business days upon completion of certain Remedial Steps as set out in the relevant Sale and Purchase Agreement. If there are (i) any liabilities incurred that shall be borne by the Vendor(s) pursuant to the terms and conditions of the relevant Sale and Purchase Agreement or (ii) any losses incurred by the relevant Target Company as a result of non-disclosure on the part of the Vendor(s), the Purchaser shall be entitled to deduct such amounts from this tranche of the Consideration payable to the Vendor(s). If such liabilities or losses are material, the Purchaser shall be entitled to delay the payment of this tranche of the Consideration. If the results of the Transitional Period Audit reveal that the amount of Relevant Payables is inconsistent with the amounts confirmed in the relevant Sale and Purchase Agreement, the amounts of the Relevant Payables shall be adjusted accordingly. If, when the fourth tranche of the Relevant Payables falls due, the Target Companies do not have sufficient cash for settling the fourth tranche of the Relevant Payables, the Purchaser shall supply sufficient funds to the relevant Target Companies to facilitate the timely repayment of the Relevant Payables to the Vendor(s). In addition, pursuant to the Sale and Purchase Agreements, in the event that any Target Company fails to pay any part of the Relevant Payable after such payment become due, such Target Company shall, in respect of each day of such delay, pay the Vendor(s) liquidated damages amounting to 0.05% of the outstanding amounts. The Board, having considered that the Purchaser is a subsidiary of Zhejiang Chint Electrics Co., Ltd.* (浙江正泰電器股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 601877), and that the compensation mechanism described above would provide sufficient safeguards to the Vendors’ interests in the Disposals, the Board is satisfied that the payment terms set out above are fair and reasonable, and are in the interest of the Company and the Shareholders as a whole. Conditions: Under each of the Sale and Purchase Agreements, the relevant Sale and Purchase Agreement shall only take effect upon the approvals from the relevant entities with such authority of approval from each party having been obtained (including the approvals by the Shareholders and the Stock Exchange). Completion is conditional upon satisf...

Fourth Tranche up to Two Million and Five Hundred Thousand Dollars ($2,500,000), as mutually agreed by Cartesian and the Company, in an Equity Investment and/or Debt Investment, allocated in the sole discretion of Cartesian.