Second Tranche. (a) For a period of six months following the First Tranche Pricing Date, the Shareholder Parties will not Transfer any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares; provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company.
Second Tranche. The Option shall become exercisable, if at all, with respect to one-third of the Option Shares (the “Second Tranche Options”) upon satisfaction of both of the following criteria: (i) Optionee’s continued employment by the Corporation or any of its Subsidiaries as of the fourth 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 167% of the Exercise Price for at least 20 consecutive trading days (the “Second Tranche Share Price Component”). The Second Tranche Options shall not become exercisable if the Second Tranche Share Price Component is not satisfied on or before the fifth anniversary of the Date of Grant.
Second Tranche. If 1998 EBITDA exceeds the Cash Flow Target, -------------- subject to any Adjustments, by at least $2,000,000, the Bonus Pool shall be entitled to receive a total cash bonus equal to 27 1/2% of the excess (up to an excess amount of $1,000,000) of 1998 EBITDA above $82,500,000, 5% of which shall be payable to the Executive and 22 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.
Second Tranche. Up to fifty percent (50%) of the Shares subject to the Award will (except as otherwise provided in paragraph (c) below) vest and be earned if (A) the Executive is employed by the Company on June 30, 2011 and has been an employee continuously since the grant date and (B) operating income for the fiscal year ended June 30, 2011 equals or exceeds $67,000,000.00. If both the continued service condition described in (b)(ii)(A) and the performance condition described in (b)(ii)(B) are not met, then none of the Shares subject to the second tranche will vest; that is, both conditions must be met in order for any of such Shares to vest. The Award will not be deemed earned and vested with respect to a particular tranche until both of the following events have occurred: (A) the completion of the Company’s audited financial statements for the particular fiscal year and (B) the Committee’s written certification regarding if and to the extent that applicable performance goals have been met. For these purposes, “operating income” means the amount reflected for the line item identified as Operating Income for the Company’s audited financial statements for each respective fiscal year referenced above. The Company’s calculation of Operating Income will be conclusive and binding absent fraud or manifest and material error.
Second Tranche. Subject to the terms and conditions of this Agreement, the closing of the sale and issuance of the Notes to be issued in the Second Tranche (the “Second Closing;” together with the First Closing, the “Closing”) shall be held at the offices of Xxxx Xxxx Xxxx & Freidenrich, LLP, Austin, Texas, on the earliest practicable date following the receipt of shareholder approval of the Financing, and not later than the third business day following the date of such approval, or such other time and place as Parent and the Lenders mutually agree (the “Second Closing Date;” together with the First Closing Date, the “Closing Date”). At the Second Closing, the Borrowers shall deliver to each Lender, in addition to the deliveries required pursuant to Section 7, the respective Note to be purchased by such Lender against the Borrowers’ receipt of the purchase price for such Note.
Second Tranche. The Borrower shall repay the Second 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 Second Tranche shall be the date falling on the Repayment Date immediately following the second anniversary of the Disbursement Date. The last Repayment Date of the Second Tranche shall be the date falling 5 (five) years from its Disbursement Date.
Second Tranche. Subject to the terms and conditions of this Agreement, at the Second Closing (as defined below), the New Investor agrees to subscribe for and purchase, and the Company agrees to issue and sell to the New Investor, an aggregate of 948,173 Series F Preferred Shares at a subscription price per share of USD5.2733, with an aggregate Purchase Price of USD5,000,000 (the “Second Tranche”).
Second 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(c)), at the Second Tranche Closing (as defined in Section 1.2(b)(i) hereof), 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 “Second 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(c), the aggregate number of shares of Series D Preferred Stock issued to the Purchasers at the Second Tranche Closing shall be 8,493,925 (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 “Second Tranche Shares”) and the aggregate purchase price payable by the Purchasers at the Second Tranche Closing for all of the Second Tranche Shares shall be $5,000,000.03.
Second Tranche. Subject to approval by the Board, and contingent upon Executive’s continued services through the closing of a bridge financing of the Company of at least U.S. $4 million (the “First Financing”), within two (2) days following the closing of the First 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 “Second Tranche”). The Second 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.
Second Tranche. This Agreement shall not apply to those of the Parties’ relations which are connected to Second Tranche (as defined in the Amending Agreement).
