Second Tranche Clause Samples
The 'Second Tranche' clause defines the terms and conditions under which a subsequent portion of funding or resources will be provided following the initial tranche. Typically, this clause outlines specific milestones, performance targets, or timeframes that must be met before the second tranche is released, such as achieving certain project deliverables or financial metrics. Its core practical function is to ensure that additional funding is contingent upon satisfactory progress, thereby managing risk and incentivizing performance.
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Second Tranche. Upon written notice (certifying compliance with all of the conditions set forth below, referred to as the "Second Tranche Notice", which notice shall be sent by the Company to each of the Investors at least five Business Days within five Business Days after the Effective Date), the Company will sell and the Investors will buy, in reliance upon the representations and warranties contained in this Agreement, and upon the terms and satisfaction of each of the conditions set forth below, $2,500,000 principal amount of Debentures and Warrants to purchase 375,000 Warrant Shares. Assuming the Company serves the Second Tranche Notice as indicated above the Second Tranche Closing Date shall occur on the tenth Business Day after the Effective Date. The conditions precedent to the Second Tranche Closing Date are as follows:
(A) Delivery into escrow by the Company of the original Debentures and Warrants to be issued on the Second Tranche Closing Date, as more fully set forth in the Escrow Agreement attached hereto;
(B) The Investors shall have received an opinion of counsel of the Company in the form as set forth in Exhibit F annexed to this Agreement, dated on the Second Tranche Closing Date;
(C) The Registration Statement (which includes at 150% of the total number of Underlying Shares underlying the Debentures issued in the First Tranche, and 100% of the Warrant Shares underlying the Warrants that were issued in the First Tranche) has previously become effective and remains effective immediately prior to the Second Tranche Notice and the Second Tranche Closing Date, and (A) neither the Company nor any of the Investors shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so, and (B) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related prospectus shall exist;
(D) The Company shall have obtained all permits and qualifications required by any state for the offer and sale of the Warrants and Debentures issuable in connection with the Second Tranche, or shall have the availability of exemptions therefrom. All laws and regulations to which the Company is subject shall legally permit the sale and issuance of the Warrants and Debentures issuable in connection with the Second Tran...
Second Tranche. (a) Juvenescence agrees to purchase, and the Company agrees to sell to Juvenescence, on or before 12:00 noon (Eastern Standard Time) on January 31, 2025 (the “Second Tranche Closing Date”), 500,000 shares of Common Stock (the “Second Tranche Shares”) at the purchase price of $10.00 per share for an aggregate amount of $5,000,000 (the “Second Tranche Purchase Price”). The Second Tranche Purchase Price shall be paid on or before the Second Tranche Closing Date in cash by wire transfer of immediately available funds to an account designated by the Company prior to the Second Tranche Closing Date.
(b) On the Second Tranche Closing Date, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Second Tranche Shares purchased by Juvenescence at the Second Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing Date, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares purchased by Juvenescence at the Second Tranche Closing Date, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer.
(c) On the Second Tranche Closing Date, the Company shall cause the certificate representing the Pledged Shares held by the Company to be cancelled and shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to Juvenescence, within two (2) Business Days after the Second Tranche Closing Date, a DRS Statement reflecting the Pledged Shares purchased by Juvenescence at the First Tranche Closing Date, which DRS Statement shall not bear any restrictive or other legends except as may be required by applicable law and shall be freely tradable and transferable and without restriction on transfer or (ii) credit Juvenescence’s or its designee's account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within...
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.
(b) On or after the date that is six months after the First Tranche Pricing Date, the Shareholder Parties may sell, transfer or otherwise divest, in a single transaction or offering or series of related transactions or offerings consummated on the same date, Subject Shares and/or Preferred Shares (the “Second Tranche Shares”) that they Beneficially Own comprising and/or convertible into a number of Common Shares less than or equal to the Subsequent Tranche Maximum, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion).
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 President and 22 1/2% of which shall be payable to such other key employees of the Company, including the Executive, as the President of the Company shall determine after consultation with the Chief Executive Officer of PCC.
Second Tranche. As of the date hereof, the aggregate outstanding principal amount of the Second Tranche is $1,375,000 and the Borrower acknowledges that the Second Tranche shall for all purposes hereunder constitute and be referred to as a portion of the Loan, without constituting a novation, but in all cases subject to the terms and conditions applicable to Loans hereunder. The Borrower shall not be permitted to reborrow any amount of the Second Tranche once repaid.
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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & 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. Upon achieving Fifty Percent Development Completion, as defined in Section 3.1.2, Investor shall notify Unicoin. The determination of Fifty Percent Development Completion shall be confirmed and certified by a qualified, independent expert mutually agreed upon by Investors and Unicoin (the “First Expert Certification”). The First Expert Certification must be in writing and shall detail the specific milestones achieved, explicitly confirming that all criteria outlined in the definition of “Fifty Percent Development Completion” in Section 3.1.2 have been met. Unicoin shall release the Unicoin Rights Certificate representing the portion of unicoins under the Second Tranche to the Investor, but only upon receipt of the First Expert Certification and a written confirmation from Investors that all the milestones specified in Section 3.1.2 have been achieved. All costs associated with the First Expert Certification shall be borne by the Investor.
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).