Second Payment Amount definition
Examples of Second Payment Amount in a sentence
Parent shall be reimbursed for Taxes with respect to such periods by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement.
If no Offset Dispute Notice is given, then the claim in the amount alleged by the Covered Party in the Claim Notice shall be deemed to be valid and may be offset against the Aggregate Second Payment Amount with respect to any Claim Notice relating to Breach Damages under Section 11.2(a) and the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount with respect to any Claim Notice relating to Damages under Section 11.2(b).
In addition, in the event that Revance pays a total of at least US $7,000,000 prior to the first anniversary of the Execution Date, the total remaining Second Payment Amount due hereunder shall be reduced by an amount equal to eight percent (8%) of the Proceeds Sharing Payments made prior to the first anniversary of the Execution Date.
In addition to the Initial Shares to be distributed to the holders of Company Preferred Stock pursuant to subsection 2.1(b)(i)(B) above, on December 31, 1998 (the "Second Payment Date"), the holders of Company Preferred Stock shall be entitled to receive Additional Shares having an aggregate Fair Market Value as of the Second Payment Date equal to the Merger Consideration, as adjusted, less the Initial Placement Amount (the "Second Payment Amount"), up to but not exceeding the Preference Amount.
For clarity, after any such assignment or transfer all cash payments and Marketable Securities that such assignee or other transferee and its Affiliates receive following such assignment or transfer shall constitute Cash Proceeds (subject to the exclusions set forth in Section 1.5) hereunder until such time as the Second Payment Amount to Medicis hereunder has been satisfied in full.