Common use of Third Tranche Clause in Contracts

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).