Tranche II Shares Sample Clauses

Tranche II Shares. Within 90 days following the last day of the Tranche II Vesting Period, Buyer shall deliver and convey to Seller 4,720,000 shares3/ of Company Common Stock (subject to proportionate adjustment for stock splits, stock dividends, stock combinations (including the Reverse Split) and similar events after the Effective Date) (the “Tranche II Shares”), free and clear of all Encumbrances (other than any Encumbrance created by Seller). For purposes hereof, “Tranche II Vesting Period” means the first period of ten (10) consecutive Trading Days commencing after the Commencement Date and ending prior to the Expiration Date on each of at least seven (7) of which the Common Stock Market Value is equal to or greater than $0.79454/ (subject to proportionate adjustment for stock splits, stock dividends, stock combinations (including the Reverse Split) and similar events after the Effective Date). In the event that, prior to the occurrence of a Tranche II Vesting Period, the Company is consummating a Sale Transaction in which the value of the consideration to be received for each outstanding share of Company Common Stock by the holders thereof is equal to or greater than $0.7945 (subject to proportionate adjustment for stock splits, stock dividends, stock combinations (including the Reverse Split) and similar events after the Effective Date), as determined in good faith by the Board, Buyer shall deliver the Tranche II Shares to Seller prior to such consummation as if the Tranche II Vesting Period had occurred immediately prior 1/ 122,917 shares giving effect to the Reverse Split as if it occurred on the Effective Date. 2/ $20.3392 giving effect to the Reverse Split as if it occurred on the Effective Date. 3/ 147,500 shares giving effect to the Reverse Split as if it occurred on the Effective Date. 4/ $25.424 giving effect to the Reverse Split as if it occurred on the Effective Date. thereto. In the event that, prior to the occurrence of a Tranche II Vesting Period, the Company shall consummate a Sale Transaction in which the value of the consideration to be received for each outstanding share of Company Common Stock by the holders thereof is less than $0.7945, as determined in good faith by the Board, then, immediately upon consummation of such Sale Transaction, any right of Seller to receive from Buyer, and any obligation of Buyer to delver to Seller, the Tranche II Shares shall terminate and be of no further force or effect.
Sample 1
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Tranche II Shares. Within 90 days following the last day of the Tranche II Vesting Date, Buyer shall deliver and convey to Seller 135,036 shares of Company Common Stock (subject to proportionate adjustment for stock splits, stock dividends, stock combinations and similar events after the Sale Closing Date) (the “Tranche II Shares”), free and clear of all Encumbrances (other than any Encumbrance created by Seller). For purposes hereof, “Tranche II Vesting Date” shall mean the earlier of (i) the last of any seven (7) Valuation Dates, within any period of ten (10) or fewer consecutive Valuation Dates that commence after the Commencement Date and prior to the Expiration Date, on each of which the Common Stock Market Value is equal to or greater than $27.7717 (subject to proportionate adjustment for stock splits, stock dividends, stock combinations and similar events after the Sale Closing Date) (the “Tranche II Vesting Threshold”), (ii) the first date, prior to the Expiration Date on which the Company files an Annual Report on Form 10-K for a fiscal year of the Company ending on or after December 31, 2012, in connection with which a Valuation was prepared and delivered to each of Seller and Buyer, which Valuation determines that the value of a share of Company Common Stock is greater than or equal to the Tranche II Vesting Threshold, and (iii) the first date, after the Commencement Date and prior to the Expiration Date, on which the Company or Buyer consummates a sale of Company Common Stock for cash to one or more Persons that are not Affiliates of the Company in a capital raising transaction at an Effective Price Per Share greater than or equal to the Tranche II Vesting Threshold; excluding for purposes of this subsection (iii), sales of Company Common Stock by Buyer in ordinary brokerage transactions affected on a Principal Market. In the event that, prior to the occurrence of a Tranche II Vesting Date and the Expiration Date, the Company is consummating a Sale Transaction in which the value of the consideration to be received for each outstanding share of Company Common Stock by the holders thereof is equal to or greater than the Tranche II Vesting Threshold, as determined in good faith by the Board, Buyer shall deliver the Tranche II Shares to Seller prior to such consummation as if the Tranche II Vesting Date had occurred immediately prior thereto. In the event that, prior to the occurrence of a Tranche II Vesting Date, the Company shall consummate a Sale Transaction in wh...
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Tranche II Shares. At the Closing, Category 5 shall deliver to a third-party escrow agent (the "Escrow Agent") satisfactory to both parties the remaining 1,500,000 Category 5 Shares (the "Tranche II Shares"), to be released pursuant to the terms of an escrow agreement ("Escrow Agreement") among Category 5, the Company and Sellers in substantially the form attached hereto as Exhibit A. The Sellers shall have voting rights with respect to the Tranche II shares commencing the Closing Date. The Tranche II Shares shall secure Category 5 against undisclosed liabilities, misrepresentations and breaches of warranties, covenants and agreements, and such Tranche II Shares shall be released to Sellers as follows:
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Tranche II Shares. The Purchaser represents and warrants that it hereby irrevocably covenants to proceed with the purchase of the Tranche II Shares subject only to the following enumerated conditions:
Sample 1
Tranche II Shares. At the Closing, Category 5 shall deliver to a third-party escrow agent (the "Escrow Agent") satisfactory to both parties the remaining 1,000,000 Exchange Shares (the "Tranche II Shares"), to be released pursuant to the terms of an escrow agreement (the "Escrow Agreement") among Category 5, CaptureQuest and Sellers in substantially the form attached hereto as Exhibit B. The Sellers shall have voting rights with respect to the Tranche II shares commencing the Effective Date. The escrow of the Tranche II Shares shall protect Category 5 against undisclosed liabilities, misrepresentations and breaches of warranties, covenants and agreements on the part of CaptureQuest. On April 30, 2003 (the "Release Date"), the number of Tranche II shares that shall be released from escrow and delivered to the Sellers shall be determined as follows: if CaptureQuest attains gross revenue of $4,000,000 ("Benchmark Revenue") and net income (before corporate allocation) of $1,000,000 ("Benchmark Income") during the 12-month period following the Effective Date, all Tranche II shares shall be delivered to the Sellers; however, if the Company is unable to achieve Benchmark Revenue or Benchmark Income during such 12-month period, the number of Tranche II Shares released from escrow to Sellers on the Release Date shall be equal to the product of all Tranche II shares multiplied by the average of the ratio of actual gross revenue to Benchmark Revenue and the ratio of actual net income to Benchmark Income. Regardless of whether Benchmark Revenue or Benchmark Income is attained, the percentage of the Tranche II Shares released from escrow on the Release Date to which each individual Seller is entitled is set forth on Schedule 1.1(b)(ii).
Sample 1
Tranche II Shares. The Purchaser represents and warrants that it hereby irrevocably covenants to proceed with the purchase of the Tranche II Shares subject only to the following enumerated conditions: The Company shall cause to be prepared and timely filed all periodic reports, including but not limited to Form 10-K and Form 10-Q, with the Securities and Exchange Commission (the “SEC”) in accordance with its obligations as a fully reporting issuer subject to the Exchange Act reporting requirements; The Company shall cause to be prepared and timely filed a Form 8-K with the Securities and Exchange Commission (the “SEC”) in accordance with its obligations as a fully reporting issuer subject to the Exchange Act, reporting requirements; The Company’s common stock remains listed and traded on the OTCBB® as of the Tranche II Closing Date; The Company will not have authorized and issued any securities (debt or equity, option or warrants or other securities exchangeable for or convertible into securities of common stock) and will not incur any liabilities that would otherwise be paid from the proceeds of the Tranche II Share from the filing of its quarterly report for the third quarter on Form 10-Q to the Tranche II Closing Date; and
Sample 1

Related to Tranche II Shares

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Outstanding Warrants and Options China Health has no issued warrants or options, calls, or commitments of any nature relating to the China Health Share Capital, except as previously disclosed in writing to UFOG.

  • Share Purchase Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Shares shall be $152,500, payable to the Seller (the “Purchase Price”).

  • The Optional Securities; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 3,000,000 Units from the Company at the purchase price per Unit to be paid by the Underwriters for the Firm Securities. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Securities as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Securities and such Optional Securities). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representative and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

  • Pre-Closing Share Credit Within two (2) business days after the Advance Notice Date, the Company shall credit shares of the Company's Common Stock to the Investor's balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, in an amount equal to the amount of the requested Advance divided by the closing Bid Price of the Company's Common Stock as of the Advance Notice Date multiplied by one point one (1.1). Any adjustments to the number of shares to be delivered to the Investor at the Closing as a result of fluctuations in the closing Bid Price of the Company's Common Stock shall be made as of the date of the Closing. Any excess shares shall be credited to the next Advance. In no event shall the number of shares issuable to the Investor pursuant to an Advance cause the Investor to own in excess of nine and 9/10 percent (9.9%) of the then outstanding Common Stock of the Company.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Fixed Purchases or VWAP Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • New Purchase Options to Be Issued 4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which this Purchase Option has not been exercised or assigned.

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

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