Second Closing Consideration definition

Second Closing Consideration has the meaning given in clause 3.1(c).
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Second Closing Consideration means $19,333,333.33 (the “Subsequent Closing Value”), minus Company Transaction Expenses as of the Second Closing, payable in cash.
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Second Closing Consideration is defined in Section 1.3(b).
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Examples of Second Closing Consideration in a sentence

  • Company" means Browxxxx-Xxxxxx Xxxustries, Inc., a Delaware corporation, or any successor thereto.

  • All representations and warranties shall be true on and as of the Second Closing Date or the date of payment of the Second Closing Consideration with the same effect as though such representations and warranties had been made on and at such date.

  • When campers look restless after lunch or during other breaks, they begin an activity that involves everyone.

  • Without prejudice to any other remedies available to XFM, XFM may defer Second Closing and the payment of the Second Closing Consideration until all Second Closing Conditions are fulfilled or waived.

  • If the aggregate amount so funded, exclusive of HRPT Common Shares issued at Closing, or so anticipated to be funded by HRPT (including the interest thereon) exceeds $9,046,823, one-half such excess shall be deducted from the Second Closing Consideration.

  • On the Closing Date, the Company shall pay to the Underwriter, by deduction from the net proceeds of the Offering a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the Closing Units), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 11 hereof.

  • All indemnification payments made pursuant to this Article IX will be adjustments to the Closing Consideration and the Second Closing Consideration, if any.

  • The Series D Investors shall have delivered the Second Closing Consideration in accordance with the provisions of Section 2.5.

  • In consideration of the transfer to the Buyer of the Retained Properties, the Buyer will pay to LTI at the Second Closing an aggregate of $10.00 in United States dollars (the "Second Closing Consideration") in immediately available funds by wire transfer to a bank account or accounts to be designated by LTI.

  • At the Second Closing, HRPT shall deliver to the Second Closing Recipient a certificate (properly issued, executed and counter-signed, as appropriate) representing that whole number of shares of HRPT Common Shares as is determined by dividing the Second Closing Consideration by the Second Closing Price and as to any fractional share, a check representing an amount determined by multiplying such fraction of a share of HRPT Common Shares otherwise issuable by the Second Closing Price.


More Definitions of Second Closing Consideration

Second Closing Consideration has the meaning specified in Section 2.7.
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Second Closing Consideration shall have the meaning ascribed to such term in Section 3.3.
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Second Closing Consideration shall have the meaning set forth in Section 2.1(b).
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Second Closing Consideration the greater of $8,000,000 or an amount equal to 3% of the Additional Properties Acquisition Cost. The Second Closing Consideration may be subject to adjustment as provided in Sections 1.6, 8.3 and 8.10.
Sample 1

Related to Second Closing Consideration

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Second Closing has the meaning set forth in Section 2.2.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Second Closing Date means the date of the Second Closing.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).