Second Purchase Date definition
Examples of Second Purchase Date in a sentence
Purchase Date: May 19, 2017 (the “First Purchase Date”); and June 19, 2017 (the “Second Purchase Date”) provided, however, that if a Mandatory Prepayment occurs after the First Purchase Date and on or prior to the Second Purchase Date, the Second Purchase Date will not occur.
With the prior written consent of the parties, this sale may be made under the same terms but at a later date than the Second Purchase Date.
On that Second Purchase Date, if the five trading day trailing average sale price of the Buyer’s common stock is less than $2 per share, the Other Company Shareholders shall have an irrevocable option at their sole discretion to sell the remaining 50% of the equity ownership interest in the Company in exchange for Buyer’s issuance of its restricted common shares to be valued at $2.00 per share, with said remaining 50% to be then valued at 50% of five times the 2005 NEAT, as defined herein.
On the Purchase Date or the Second Purchase Date, as the case may be, for any Equipment, Lessee shall pay to Lessor the applicable purchase price, together with all sales and other taxes applicable to the transfer of such Equipment and any other amount payable hereunder, in immediately available funds, whereupon Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of the Lessor's right, title and interest in and to such Equipment on an "As Is, Where Is" basis.
ACADIA shall have the right to terminate this Agreement immediately upon written notice to Sepracor if Sepracor does not purchase the Second Share Amount or, if applicable, the Adjusted Share Amount for the consideration specified in the Stock Purchase Agreement on the Second Purchase Date (as such terms are defined in the Stock Purchase Agreement).
On the Purchase Date or the Second Purchase Date, as the case may be, for any Equipment, Lessee shall pay to Lessor the applicable purchase price, together with all sales and other taxes applicable to the transfer of such Equipment and any other amount payable hereunder, in immediately available funds, whereupon Lessor shall transfer to Lessee, without recourse or warranty of any kind, express or implied, all of the Lessor's right, title and interest in and to such Equipment on an "As is, Where is" basis.
It is expressly understood that this Note is solely a corporate obligation of the Company (Electropure and EDI), as the case may be, and that any and all personal liability, either at common law or in equity, or by constitution or statute, of, and any and all rights and claims against, every stockholder, officer, or director, as such, past, present or future, are expressly waived and released by the Holder as a part of the consideration for the issuance hereof.
Notwithstanding any other provision of this Agreement, the Lenders shall not be required to purchase the Bonds on the Revised Second Purchase Date, unless each of the following conditions has been satisfied.
Other than the Notes to be purchased on the Second Purchase Date, neither the Company nor any other Note Party has intention to offer the Notes or any similar security during the six months from the date hereof.
By execution and delivery of this Agreement, in the event the Lenders purchase the Bonds on the Revised Second Purchase Date, the Borrower acknowledges election by the Lenders to optionally tender the ▇▇ ▇▇▇▇▇ and the TN Bonds on September 1, 2026.