Second Purchase definition
Examples of Second Purchase in a sentence
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Second Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
As soon as practicable after the Second Closing, the Third Closing and the Fourth Closing, as the case may be, the Company shall pay the Second Purchase Incentive Payment, the Third Purchase Incentive Payment and the Fourth Purchase Incentive Payment, as applicable, to the Incentive Holders.
The date on which the Second Closing actually occurs shall be referred to herein as the “Second Closing Date.” At the Second Closing, the Company shall issue the Second Common Stock and Second Warrants to the Purchaser free and clear of all Liens against payment by the Purchaser of the Second Purchase Price.
Each Purchasing Shareholder shall have fifteen (15) Business Days from the date of receipt of the Second Transfer Notice to purchase up to that portion of the Remaining Shares equal to the proportion that the number of Ordinary Shares held by such Purchasing Shareholder bears to the total number of Ordinary Shares held by all Purchasing Shareholders who wish to purchase the Remaining Shares by giving Notice to the Selling Shareholder ("Second Purchase Notice").
If and to the extent that the EBITDA that is used for purposes of determining the Third Purchase Price is reduced by reason of the payment of the Second Purchase Incentive Payment to the Incentive Holders, such EBITDA shall be increased by the amount of such reduction.
Any amounts required to be paid by the Sellers to the Buyer Indemnitees pursuant to Section 12.1 may be offset by the Buyer against the Second Purchase Price, Third Purchase Price or Fourth Purchase Price, as applicable.
The parties hereby acknowledge and agree that any shares of Common Stock acquired by the Investor pursuant to the Second Purchase Agreement are Registrable Securities under the Investors’ Rights Agreement, subject to the terms and conditions stated therein.
The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the [First] [Second] Purchase Contract Settlement Date of the Purchase Contracts underlying the number of Income PRIDES evidenced by this Income PRIDES Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below.
If and to the extent that the Third Closing EBITDA is reduced by reason of the payment of the Second Purchase Incentive Payment to the Incentive Holders, the Third Closing EBITDA shall be increased by the amount of such reduction.
A default by a Holder in the performance of its obligations under a Purchase Contract in connection with the First Purchase Contract Settlement Date shall not in itself be a default in the performance of its obligations under such Purchase Contract in connection with the Second Purchase Contract Settlement Date (except in connection with Early Settlement).