Third Tranche. If 1998 EBITDA exceeds the Cash Flow Target, ------------- subject to any Adjustments, by at least $3,000,000, the Bonus Pool shall be entitled to receive a total cash bonus equal to 32 1/2% of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA above $83,500,000, 5% of which shall be payable to the Executive and 27 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.
Third Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “Third Tranche Options”) upon satisfaction of both of the following criteria prior to the expiration of the Option: (i) Optionee’s continued employment by the Corporation or any of its Subsidiaries as of the fifth 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 200% of the Exercise Price for at least 20 consecutive trading days (the “Third Tranche Share Price Component”). The Third Tranche Options shall not become exercisable if the Third Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.
Third Tranche. OPLI will have an option to make a third investment of a maximum of $2.0 million in cash during December 1998 (the "Third Tranche"). In consideration of and upon funding of the Third Tranche, DVS will issue up to a maximum of $2.0 million of convertible preferred shares ("Preferred Stock")
Third Tranche. The Borrower shall repay the Third Tranche, by equal semi-annual instalments of principal together with all other amounts outstanding under this Contract in relation to that Tranche on the Repayment Date(s) specified in the relevant Disbursement Offer. The first Repayment Date of the Third Tranche shall be the date falling on the Repayment Date immediately following the first anniversary of the Disbursement Date. The last Repayment Date of the Third Tranche shall be the date falling 5 (five) years from its Disbursement Date.
Third Tranche. (i) Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth below in this Section 1.1(d)), at the Third Tranche Closing (as defined in section 1.2(c)(i)), the Company shall issue and sell to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, that number of shares of Series D Preferred Stock set forth opposite each such Purchaser’s name under the heading “Third Tranche Shares” on Exhibit A, at a purchase price per share equal to the Series D Price. Subject to the provisions of this Section 1.1(d), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Third Tranche Closing shall be 25,481,775 (such aggregate number of shares, subject to proportionate and equitable adjustment upon any stock split, stock dividend, reverse stock split or other similar event that affects or involves the Series D Preferred Stock, being hereinafter referred to as the “Third Tranche Shares”) and the aggregate purchase price payable by the Purchasers at the Third Tranche Closing for all of the Third Tranche Shares shall be $14,999,999.85.
Third Tranche. Subject to approval by the Board, and contingent upon Executive’s continued services through the closing of a financing by the Company of at least U.S. $17 million (the “Second Financing”), within two (2) days following the closing of the Second Financing, Executive shall be granted an option to purchase 425,000 common shares of the Company with an exercise price equal to the fair market value of the common shares on the date of grant (the “Third Tranche”). The Third Tranche shall be governed in all respects by the terms of the Company’s Share Option Plan and its standard form of Stock Option Agreement, and shall vest over 36 months from the date of grant in 36 equal monthly installments, subject to Executive’s continued services through each vesting date.
Third Tranche. With respect to the Third Tranche, Lender shall have received written proof satisfactory to it that Borrower has met or exceeded the Scheduled EBITDA for the quarter ending September 30, 2006.
Third Tranche. On or prior to September 30, 1998 (the "THIRD CLOSING DATE" and, together with the First Closing Date and the Second Closing Date, a "CLOSING DATE"), and subject to Section 1.3 below and the satisfaction or waiver of the applicable conditions set forth in Articles VI and VII herein, the Company shall issue and sell to the Purchaser, and the Purchaser agree to purchase from the Company, the number of Common Shares set forth in the following sentence for an aggregate consideration of $6,000,000. The number of Common Shares to be issued and sold to the Purchaser in this third tranche shall be as follows: (i) 3,200,000 Common Shares if the Third Closing Date occurs on or before June 30, 1998; (ii) 3,000,000 Common Shares if the Third Closing Date occurs between July 1, 1998 and July 31, 1998; (iii) 2,823,529 Common Shares if the Third Closing Date occurs between August 1, 1998 and August 31, 1998; and (iv) 2,666,667 Common Shares if the Third Closing Date occurs between September 1, 1998 and September 30, 1998. The events described in this Section 1(c) are referred to herein as the "THIRD TRANCHE." The $6,000,000 raised by the Company in the Third Tranche shall be used to repay and redeem, as applicable, certain of the Company's outstanding convertible notes and Series A Preferred Stock on the terms as set forth in the agreement (the "INFINITY AGREEMENT") attached hereto as Exhibit B between the Company and certain investment funds (the "INFINITY FUNDS") who hold certain of the Company's outstanding securities.
Third Tranche. The closing of the third tranche of the Initial Closing shall take place, on or before January 17, 2014, subject to the prior unanimous written approval of the Major Holders (as defined in this Section 1.2(a)(iii)) on or before December 31, 2013. If the Major Holders unanimously elect and agree to hold a closing of the third tranche of the Initial Closing, the Major Holders shall give written notice thereof to the Company and all other Investors specifying therein the date of the closing of such third tranche (the “Third Tranche Notice”), which third tranche closing shall be held no less than fifteen (15) days after the Third Tranche Notice has been deemed to have been given pursuant hereto (but in any event on or before January 17, 2014). In such event, each Investor listed on Schedule A hereto under the heading “Third Tranche of Initial Closing (on or before January 17, 2014)” shall purchase (and is hereby committing to purchase) the number of Shares set forth opposite its name under such heading. For purposes of this Section 1.2(a)(iii) and Section 9.16 hereof only, the term “Major Holders” shall mean and include each holder of at least five percent (5%) of the then outstanding shares of the Preferred Stock of the Company regardless of series (it being understood that (A) for purposes of determining if a holder is a Major Holder (1) such threshold shall be calculated based solely on outstanding shares of Preferred Stock on an as-converted to Common Stock basis, and (2) shares of Common Stock actually issued upon conversion of any series of Preferred Stock shall not be taken into account and (B) any vote of the Major Holders pursuant to this Section 1.2 shall be by individual holder and not based on the voting power of the Preferred Stock held by such holder).
Third Tranche. Subject to the terms and conditions of this Agreement and the other Loan Documents, Lender agrees to loan to the Borrower the Third Tranche to or for the account of the Borrower on the Closing Date and the Borrower hereby irrevocably authorizes Lender to advance the Third Tranche on the Closing Date.
