definiens: ) on the Initial Closing Date ( as defined herein ), as provid ed for herein, and ( ii ) have the right to purchase the First Acquisition Right Shares and Second Acquisition Rig ht Shares ( in each case, as defined herein ) on the terms and conditions set forth herein ; and WHEREAS, the Purchaser desires to purchase the Init ial Closing Shares ( as defined herein ) and accept the Acquisition Rights ( as defined herein ), and the Company desires to sell the Initial Closing Shares to the Purchaser and offer the Purchaser the Acquisition R ights, in each case on the terms and conditions set forth herein ; NOW, THEREFORE, in consideration of the foregoing r ecitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the rec eipt and sufficiency of which are hereby acknowledged, the p arties hereto agree as follows : 1 . Definitions . When used in this Agreement, the following terms shall have the respective meanings specified below : means the FAR Notice or SAR Notice, as applicable