Second Tranche Clause Samples
The 'Second Tranche' clause defines the terms and conditions under which a subsequent portion of funding or resources will be provided following the initial tranche. Typically, this clause outlines specific milestones, performance targets, or timeframes that must be met before the second tranche is released, such as achieving certain project deliverables or financial metrics. Its core practical function is to ensure that additional funding is contingent upon satisfactory progress, thereby managing risk and incentivizing performance.
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Second Tranche. (a) On the Second Tranche Closing Date, each Purchaser shall deposit with the Money Escrow Agent for future return or disbursement in accordance with this Section 2.3 and/or Section 2.5 (if applicable), an aggregate amount in United States dollars equal to the product of 50% of (x) the product of (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage multiplied by (y) the Closing Price on the Trading Day immediately preceding the Second Tranche Closing Date.
(b) Not later than the third Trading Day prior to the Second Tranche Closing Date, each Purchaser shall deliver a written notice ("Second Tranche Purchase Notice") via facsimile to the Seller specifying the number of Shares to be purchased by such Purchaser on the Second Tranche Settlement Date (as defined below), which notice (1) will specify a minimum number of Shares equal to the product of (x) 500,000 multiplied by (y) such Purchaser's First Tranche Percentage and (2) may not specify a number of Shares greater than the product of (x) 750,000 multiplied by (y) such Purchaser's First Tranche Percentage. The Shares indicated on all Second Tranche Purchase Notices or the notices delivered by the Purchasers under Section 2.3(d), as applicable, are collectively referred to as the "Second Tranche Shares".
(c) On the 19 th Trading Day after the Second Tranche Closing Date (such date, the "Second Tranche Settlement Date"), subject to the provisions of Section 2.6 and this Section 2.3:
(1) If the Seller shall have obtained and delivered to the Purchasers the Waiver by the Second Tranche Settlement Date, then if the Seller shall have received either (x) notice from the Money Escrow Agent of the Money Escrow Agent's receipt of the funds required to have been delivered by the Purchasers pursuant to 2.3(a) and (if applicable) Section 2.3(c)(2), or (y) other reasonably acceptable evidence of the delivery of such funds to the Money Escrow Agent, the Seller shall deliver to each Purchaser's DTC Account through the Depository Trust Company DWAC system the number of Shares indicated in such Purchaser's Second Tranche Purchase Notice.
Second Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “Second 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 fourth 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 167% of the Exercise Price for at least 20 consecutive trading days (the “Second Tranche Share Price Component”). The Second Tranche Options shall not become exercisable if the Second Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.
Second Tranche. (a) For a period of six months following the First Tranche Pricing Date, the Shareholder Parties will not Transfer any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares; 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) On or after the date that is six months after the First Tranche Pricing Date, the Shareholder Parties may 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 “Second Tranche Shares”) that they Beneficially Own comprising and/or convertible into a number of Common Shares less than or equal to the Subsequent Tranche Maximum, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion).
Second Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 (the “Second Tranche Closing Date”), 500,000 shares of Common Stock (the “Second Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “Second Tranche Purchase Price”). The Second Tranche Purchase Price shall be paid on or before the Second Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the Second Tranche Closing Date.
(b) On the Second 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 Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer.
(c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and 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 Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within...
Second Tranche. If 1998 EBITDA exceeds the Cash Flow Target, -------------- subject to any Adjustments, by at least $2,000,000, the Bonus Pool shall be entitled to receive a total cash bonus equal to 27 1/2% of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA above $82,500,000, 5% of which shall be payable to the Executive and 22 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.
Second Tranche. As of the date hereof, the aggregate outstanding principal amount of the Second Tranche is $1,375,000 and the Borrower acknowledges that the Second 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 Second Tranche once repaid.
Second Tranche. Up to fifty percent (50%) of the Shares subject to the Award 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, 2011 and has been an employee continuously since the grant date and (B) operating income for the fiscal year ended June 30, 2011 equals or exceeds $67,000,000.00. If both the continued service condition described in (b)(ii)(A) and the performance condition described in (b)(ii)(B) are not met, then none of the Shares subject to the second tranche will vest; that is, both conditions must be met in order for any of such Shares to vest. The Award will not be deemed earned and vested with respect to a particular tranche until both of the following events have occurred: (A) the completion of the Company’s audited financial statements for the particular fiscal year and (B) the Committee’s written certification regarding if and to the extent that applicable performance goals have been met. For these purposes, “operating income” means the amount reflected for the line item identified as Operating Income for the Company’s audited financial statements for each respective fiscal year referenced above. The Company’s calculation of Operating Income will be conclusive and binding absent fraud or manifest and material error.
Second 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 Second Tranche (the “Second Closing;” together with the First Closing, the “Closing”) shall be held at the offices of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich, LLP, Austin, Texas, on the earliest practicable date following the receipt of shareholder approval of the Financing, and not later than the third business day following the date of such approval, or such other time and place as Parent and the Lenders mutually agree (the “Second Closing Date;” together with the First Closing Date, the “Closing Date”). At the Second Closing, the Borrowers shall deliver to each Lender, in addition to the deliveries required pursuant to Section 7, the respective Note to be purchased by such Lender against the Borrowers’ receipt of the purchase price for such Note.
Second Tranche. (a) Subject to Section 9.1(b), at the Lender's sole discretion, the Lender may increase the amount of outstanding Principal under this Loan by an additional Two Million Dollars ($2,000,000), which additional amount shall comprise the Second Tranche, by providing this amount to the Borrower in cash or readily available funds, and the Borrower shall issue to the Lender two million (2,000,000) warrants for the purchase of an aggregate Two Million (2,000,000) shares of the Borrower's common stock (the "Additional Warrants"). The Additional Warrants shall be exercisable until 5:00 PM Pacific Time three (3) years from the Effective Date and shall be evidenced by one or more warrant certificates substantially in the form of Schedule B, attached hereto, with an exercise price of Twenty-One Cents ($0.21) per share. The Borrower expressly agrees that the Loan may be increased by the Second Tranche at the sole discretion of the Lender, and Borrower agrees to accept the additional principal amount of the Second Tranche on the terms and conditions set forth herein, provided that the Loan shall also be increased by the Second Tranche pursuant to the terms of Subsection 9.1(b).
(b) Subject to Section 10 hereof, in the event that the Borrower achieves the Benchmarks (defined below) on or before December 31, 2008, and the full amount of the Second Tranche shall not have already been provided to Borrower by Lender, then the Lender shall increase the amount of outstanding Principal under the Loan by the amount of the Second Tranche. The Second Tranche shall be subject to all of the terms and conditions contained in this Agreement with respect to the First Tranche. For the purpose of this Section 9.1, the Borrower shall have achieved the "Benchmarks" if all of the following have been accomplished (as determined by the Lender in its reasonable discretion):
9.1.1 The Borrower has sold at least one million (1,000,000) gallons of its Alderox product during calendar year 2008;
9.1.2 The Borrower has signed orders or contracts for the sale of at least one million (1,000,000) gallons of Alderox during calendar year 2009, or the Borrower has the reasonable expectation of selling at least one million (1,000,000) gallons of Alderox during calendar year 2009 based on signed orders for the sale of Alderox in calendar year 2009 and/or existing customer accounts; and
9.1.3 The Borrower has reached a gross profit margin of Five Dollars ($5.00) per gallon on its total sales of Alderox as cal...
Second 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(c)), at the Second Tranche Closing (as defined in Section 1.2(b)(i) hereof), 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 “Second 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(c), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Second Tranche Closing shall be 8,493,925 (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 “Second Tranche Shares”) and the aggregate purchase price payable by the Purchasers at the Second Tranche Closing for all of the Second Tranche Shares shall be $5,000,000.03.
(ii) The sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) shall be consummated only if (1) the Company delivers a written notice to all of the Purchasers (the “Second Tranche Closing Notice”) stating that the Company desires to consummate such sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) and setting forth a proposed date for the Second Tranche Closing that is consistent with the applicable requirements of Section 1.1(c)(iii) below, (2) at any time during the period commencing on the date of the Second Tranche Closing Notice and ending immediately prior to the Second Tranche Closing, those Purchasers that hold at least sixty five percent (65%) of the Tranche Shares (as defined in Section 1.7 hereof) issued and outstanding consent to the consummation of the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c) and (3) all other applicable conditions precedent set forth in this Agreement to the consummation of the Second Tranche Closing shall have been satisfied or properly waived in accordance with the terms of this Agreement. Notwithstanding the foregoing or the provisions of clause (C) of Section 1.1(c)(iii) below, if the sale and purchase of the Second Tranche Shares pursuant to this Section 1.1(c)...