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. At any time on or after the Closing Date but prior to the earlier to occur of (x) January 23, 2023 and (y) the termination of all unused Note Purchase Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) under the Note Documents, upon prior written notice by the Issuer to the Administrative Agent, the Issuer may institute the Second Tranche in an aggregate amount not to exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000); provided, that,
(a) the Issuer shall have obtained commitments for the amount of the Second Tranche from existing Purchasers or other Persons reasonably acceptable to the Administrative Agent, which Purchasers shall join in this Agreement pursuant to such agreements as are reasonably acceptable to the Administrative Agent;
(b) any such institution of the Second Tranche shall be in a minimum aggregate principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof;
(i) no Default or Event of Default shall exist and be continuing at the time of such institution, (ii) the Second Tranche shall only be used to fund the Transformative Acquisition and to pay fees and expenses in connection therewith and (iii) the conditions precedent set forth in Section 5.03 shall have been satisfied prior to or contemporaneously with the purchase of the Second Tranche Notes;
(d) (i) the final maturity date with respect to the Second Tranche Notes shall be the Maturity Date, (ii) the scheduled principal amortization payments for the Second Tranche shall be as set forth in Section 2.05(b) and (iii) the interest rate, repayment premiums and exit fees for the Second Tranche shall be identical to the interest rate, repayment premiums and exit fees, as the case may be, for the First Tranche;
(e) the Issuer shall have paid all fees and original issue discount required to be paid in connection therewith, including pursuant to Section 2.07(a);
(f) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Second Tranche Note Purchasers, as set forth in the Second Tranche Joinder Agreement;
(g) no Purchaser shall be obligated to participate in the Second Tranche, which decision shall be made in the sole discretion of each Purchaser;
(h) the Second Tranche Purchasers, the Administrative Agent and the Credit Parties shall have entered into (i) the Second Tranche Joinder Agreement and (ii) such technical amendments to this Agree...
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. 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. (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. 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. If, within thirty (30) calendar days after the date of this Agreement (the “Second Tranche Condition Period”), (i) an Event of Default (as defined in the Note) has not occurred under the Note, (ii) no event has occurred that, with the passage of time, would be an Event of Default (as defined in the Note) under the Note, (iii) the Common Stock is listed for trading on the Nasdaq Capital Market, (iv) the Company is in compliance with all of the listing standards of Nasdaq Capital Market, (v) the Company has not received any delisting or deficiency notice from Nasdaq Capital Market that remains uncured (for the avoidance of doubt, any cure period or grace period granted by Nasdaq shall be irrelevant for purposes of satisfying this condition since the deficiency must be fully cured), (vi) a registration statement under the 1933 Act covering the Holder’s resale at prevailing market prices of all of the June 2024 Securities issued and to be issued in connection with the Transaction Documents, Second Tranche Transaction Documents, and Third Tranche Transaction Documents shall have been filed by the Company with the SEC, (vii) the Common Stock shall not have traded at a price per share of less than the then applicable Floor Price (as defined in the Note) for a period of fifteen (15) consecutive calendar days after the date of this Agreement, and (viii) the Company has not breached any covenant, agreement, or other term or condition contained in the Transaction Documents (all of the aforementioned conditions in (i) through (viii) of this sentence are referred to herein as the “Second Tranche Funding Conditions”), then, at the Company’s option, which may be exercised by giving written notice to the Buyer within the Second Tranche Condition Period so long the Second Tranche Funding Conditions are satisfied (the “Second Tranche Funding Notice”), the Buyer shall fund the second tranche purchase price amount specified on the Buyer’s signature page hereto (the “Second Tranche) under the same terms and conditions as the Transaction Documents (the “Second Tranche Transaction Documents”) within seven (7) calendar days after the Buyer’s receipt of the Second Tranche Funding Notice (the “Second Tranche Funding Period”). For the avoidance of doubt, the Second Tranche Funding Conditions must continue to be satisfied during the Second Tranche Funding Period. The closing of the Second Tranche shall remain subject to the satisfaction of all of the other closing conditions and deli...
Second Tranche. The closing of the second tranche of the Initial Closing shall take place on or before March 14, 2013. The Board of Directors of the Company shall give written notice thereof to all Investors specifying therein the date of the closing of such second tranche (the “Second Tranche Notice”), which second tranche closing shall be held no less than fifteen (15) days after the Second Tranche Notice has been deemed to have been given pursuant hereto (but in no event later than March 14, 2013). The total amount sold in the second tranche of the Initial Closing shall be equal the amounts set forth on Schedule A except, if decided by a unanimous vote of the Board of Directors that a lesser amount should be called in the second tranche of the Initial Closing in which case the difference between the said amounts and the total amounts on Schedule A will be applied to the closing of the third tranche of the Initial Closing.