Second Closing Consideration has the meaning given in clause 3.1(c).
Second Closing Consideration means $19,333,333.33 (the “Subsequent Closing Value”), minus Company Transaction Expenses as of the Second Closing, payable in cash.
Second Closing Consideration has the meaning specified in Section 2.7.
Examples of Second Closing Consideration in a sentence
In the event that the Second Closing occurs before the determination of the Consideration Adjustment in relation to the Initial Closing Consideration, the Second Closing Consideration is subject to an upward or downward Consideration Adjustment.
Gates asked if the trees would be preserved along Devils Glen Road.
The difference between $44,265,000.00 and the $31,000,836.69 paid by the Purchaser at the Closing (i.e. $13,264,163.31) shall be referred to as the "Second Closing Consideration".
More Definitions of Second Closing Consideration
Second Closing Consideration is defined in Section 1.3(b).
Second Closing Consideration shall have the meaning set forth in Section 2.1(b). 2. The following sentence shall be added to the end of Section 2.1(a) of the Investment Agreement: At the Closing, the Purchaser shall Purchase 3,739,500 shares of Preferred Stock. The difference between 5,339,500 shares and the 3,739,500 shares of Preferred Stock purchased at the Closing (i.e. 1,600,000 shares) shall be referred to as the "Additional Preferred Shares". 3. The following sentence shall be added to the end of Section 2.1(b) of the Investment Agreement: Of this amount, the Purchaser shall pay at the Closing an amount equal to $31,000,836.69, which is (i) $44,265,000.00 minus (ii) the product of (A) the number of Additional Preferred Shares multiplied by (B) $8.288. The difference between $44,265,000.00 and the $31,000,836.69 paid by the Purchaser at the Closing (i.e. $13,264,163.31) shall be referred to as the "Second Closing Consideration". 4. The word "Securities" in Section 2.2 of the Investment Agreement shall be replaced with the words "Securities (other than the Additional Preferred Shares)" each time the word "Securities" appears in Section 2.2. 5. The first sentence of Section 5.1(a) shall be replaced with the following sentence: As soon as practicable after the execution of this Agreement, the Company shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy Statement") for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the 2 2 Warrants, (ii) the issuance and sale by the Company of the Additional Preferred Shares, (iii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clauses (i) and (ii), the "Shareholder Approval"), (iv) the election of directors and (v) such other matters as the Company and the Purchaser may reasonably agree. 6. The word "Securities" in the last sentence of Section 5.2 of the Investment Agreement shall be replaced with the words "Securities (other than the Additional Preferred Shares)." 7. The following sections shall be added to the end of Article V of the Investment Agreement: Section 5.9
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.
Second Closing Consideration shall have the meaning ascribed to such term in Section 3.3.