Second Closing Payment definition

Second Closing Payment shall be an amount in cash equal to $795,000 payable to the Investors at the Second Closing as provided in Section 2.4.

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Second Closing Payment shall have the meaning set forth in Section 2.03(b).

Second Closing Payment has the meaning given to it in Section 3.4(a).

Examples of Second Closing Payment in a sentence

• For clarity, further, this Second Closing Payment will be payable only if the Second Closing occurs on or prior to the Target Date.

• GSK shall pay the Second Closing Payment to Welichem by electronic wire transfer into the account designated by Welichem in writing on the Invoice for the Second Closing Payment within [***] after the Second Closing; provided that GSK receives prior to the Second Closing an Invoice from Welichem, accompanied by accompanied by a letter from Welichem’s Counsel confirming that all conditions precedent to GSK’s obligations to close set forth in Section 6.3 have been satisfied.

• As consideration therefor, the Seller shall promptly issue to the Purchaser on such Second Closing Date the number of shares of Seller Common Stock equal to the quotient obtained by dividing the related Second Closing Payment by $1.05, and shall promptly deliver to the Purchaser a certificate for such shares registered in the name of the Purchaser.

• Buyer and any other parties thereto (other than Sellers) will have executed and delivered to the Seller Co-Representatives each of the Transaction Documents to which Buyer is a party with the exception of the Second Closing Payment Notes.

• Payment by Buyer to the LCC Owners of the Second Closing Payment as set forth on the Closing Statement delivered in connection with the Second Closing by wire transfer in accordance with the wire instructions set forth in such Closing Statement.

• Not less than two (2) Business Days prior to each Closing Date, Owners Representative shall deliver to Buyer a statement (each, a “Closing Statement”) that sets forth (a) the Closing Indebtedness, (b) a calculation of the First Closing Payment or Second Closing Payment, as the case may be, and (c) wire transfer instructions and allocation of First Closing Payment or Second Closing Payment, as the case may be, with respect to the applicable Owners.

• The Second Closing Payment shall be adjusted (a) upward by an amount, if any, equal to the aggregate amount paid by ▇▇▇▇▇▇ or its Affiliates after the date of this Agreement, with the prior written consent of FFI, to acquire and/or secure, store and maintain any Second Closing Assets and (b) downward by the amount, if any, determined pursuant to Section 9.2(b).

• At the Second Closing, the LCC Owners shall sell to Buyer, and Buyer shall purchase from the LCC Owners, the LCC Equity Interests, free and clear of all Liens, and in exchange, Buyer shall pay, or cause to be paid, to the LCC Owners, the Second Closing Payment by wire transfer of immediately available funds to one or more accounts set forth on the Closing Statement with respect to the Second Closing.

• The aggregate purchase price for the Purchased Interests (the “Purchase Price”) shall be the First Closing Payment and the Second Closing Payment, which shall be payable as set forth in Section 2.03 below.

• Seller and Purchaser shall negotiate in good faith to agree upon such Second Preliminary Settlement Statement; provided, however, if the Parties are unable to agree upon and approve such settlement statement prior to Closing, the settlement statement provided by Seller shall constitute the final Second Preliminary Settlement Statement used to determine the final Second Closing Amount and Second Closing Payment.

More Definitions of Second Closing Payment

Second Closing Payment means (A) an amount equal to the Second Closing Purchase Price, (B) plus the Closing Cash for the Plan Companies, (C) plus the Estimated Closing CFCHP TNE Surplus or minus the Estimated Closing CFCHP TNE Deficiency, as applicable, (D) minus the AHMS Indemnity Escrow Amount, (E) minus the AHMS Adjustment Escrow Amount, (F) minus the AV Escrow Amount, (G) minus the Estimated Second Closing Funded Indebtedness, (H) minus the Second Closing Estimated Transaction Expenses as of the Second Closing, and (I) minus the Equityholder Representative Fund.

Second Closing Payment has the meaning set forth in Clause 2.3.2;

Second Closing Payment is defined in Section 5.2(i)(ii).

Second Closing Payment means (a) the Second Closing Purchase Price; minus (b) Closing Indebtedness for the Second Closing.

Second Closing Payment means Five Hundred Thousand Dollars ($500,000).

Second Closing Payment means the Second Closing Purchase Price, plus any amounts paid to Purchaser under Section 3 of the Management Agreement, plus any operating expenses of LiveTV Satellite paid by the Seller from the Closing to the Second Closing, less any distributions by LiveTV Satellite to the Seller from the Closing to the Second Closing.