Common use of Third Tranche Closing Clause in Contracts

Third Tranche Closing. During the 30 calendar day period following the [***] (as defined in the Collaboration Agreement), the Company shall have the right, but not the obligation, to direct Purchaser, by its delivery to Purchaser of a Third Tranche Notice (as defined below), to purchase the Third Tranche Shares (as defined below) pursuant to this Section 1.4, and Purchaser thereupon shall have the obligation to purchase the Third Tranche Shares, subject to the conditions set forth in this Agreement, provided that the Collaboration Agreement has not been suspended or terminated in accordance with Section 15.7(d) of the Collaboration Agreement. The Company shall notify Purchaser in writing within 5 business days after [***]. A “Third Tranche Notice” shall mean an irrevocable written notice specifying a closing date for the purchase of the Third Tranche Shares pursuant to this Section 1.4 (the “Third Tranche Closing”), which notice shall be delivered no less than ten (10) Trading Days prior to the date of the Third Tranche Closing. At the Third Tranche Closing, the Company shall instruct the Transfer Agent to register such issuance via book entry the Third Tranche Shares (as defined below) against delivery to the Company by Purchaser at or before the Third Tranche Closing of Ten Million Dollars ($10,000,000) (the “Third Tranche Consideration”), payable in immediately available funds by wire transfer to an account or accounts designated by the Company. The “Third Tranche Shares” shall mean that number of shares of Common Stock equal to Ten Million Dollars ($10,000,000) divided by the Bloomberg volume-weighted average price for a share of Common Stock on the NASDAQ Global Select Market for the 30 Trading Day period ending on the last Trading Day prior to the Third Tranche Notice, rounded to the nearest whole share. For clarity, each of the Initial Closing, Second Tranche Closing and Third Tranche Closing shall be referred to as a “Closing.”