Second Payment Amount definition

Second Payment Amount has the meaning set forth in Section 2.6(b).
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Second Payment Amount means US$335,623,289, which is equal to the present value of US$400 million payable on February 1, 2011 calculated as of March 31, 2009 applying a discount rate of 10% per annum;
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Second Payment Amount shall have the meaning specified in Section 8(dd) of the Participation Agreement.
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Examples of Second Payment Amount in a sentence

  • 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.

  • To the extent the Company incurs any costs for participating in the Tax Contest, Parent shall have the right to offset the amount payable to the Holders from the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, as more fully set forth in Article 11 below by the amount of the costs so incurred.

  • Within ten (10) Business Days after the date of determination of such Independent Accountant, Parent shall pay or cause to be paid to the Holders the Second Payment Amount in the manner set forth herein, subject to the right of offset provisions of Article 11 below.

  • 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.

  • The Owner Participant further agrees with Lessee, and only with Lessee (and not with or for the benefit of any other party to this Agreement or the Holders of any Certificates), to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a) (the "Second Payment Amount").

  • Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date 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.

  • Any offset against the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in accordance with Article 11 shall be treated by the parties as an adjustment to the Merger Consideration and shall be treated as such by Parent, the Merger Subs, the Company and the Shareholders on their Tax Returns to the extent permitted by Law.

  • In the event the Owner Participant fails to make any payment in respect of the Deferred Equity Amount or the Second Payment Amount when required, or if the Owner Trustee shall fail to make any such payment when required, in any such case no Indenture Default or Indenture Event of Default shall arise solely by virtue of such failure.

  • In addition, Portside Growth & Opportunity Fund shall withhold from the amounts set forth opposite its name on the Schedule of Buyers $210,000 from the First Payment Amount and $105,000 from the Second Payment Amount, in each case to pay the fees of the placement agent engaged by the Company in connection with the transactions contemplated hereby.

  • Reset Date: The first Business Day of each month Initial Rate: 7.875% Averaging: Inapplicable Compounding: Applicable Rounding Factor: One-Hundred-Thousandth of One Percent Party B Second Payment Amount ----------------------------- Party B Second Payment Amount: Capital Depreciation (as defined below), if any.


More Definitions of Second Payment Amount

Second Payment Amount means 2,500,000 shares of Purchaser’s common stock.
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Second Payment Amount means an amount no less than thirteen million and one hundred thousand Dollars (US$13,100,000) to be paid by Thermo (for the benefit of the Supplier) to a Relevant Account on or following the Acceptance Date in accordance with this Deed.
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Second Payment Amount. 5 "Second Payment Date" 5 "Securities Act" 15 "Series C Preferred Exchange Ratio" 12 "Shareholder's Meeting" 35 "Specified Contracts" 23 "Surviving Corporation" 2 "Takeover Proposal" 49 "Tax" 22 "Tax Liability" 8 "Transaction Proposal" 37 "Unaudited Balance Sheet" 16 "Voting Stock" 52 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 5, 1997 (the "Agreement"), among Medarex, Inc., a New Jersey corporation (the "Parent"), Medarex Acquisition Corp., a California corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and GenPharm International, Inc., a California corporation (the "Company").
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Second Payment Amount means USD 50,407,418.37.
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Second Payment Amount means the amount of (euro) 1,000,000 (One Million Euro) minus any Inventory Deficiency plus any Inventory Surplus.
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Second Payment Amount means $144,000,000.
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Related to Second Payment Amount

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Payment Amount as defined in Section 3.5.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Repayment Amount means the amount to be paid by the Recipient to the OPWC on each payment date of each year during the Term pursuant to the terms and conditions of the Note.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Auction Amount has the meaning assigned to such term in the definition of “Dutch Auction”.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Monthly Redemption Amount means, as to a Monthly Redemption, one seventh of the original principal amount at 110% of such principal amount, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Note.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Down payment means all partial payments, whether made in cash or otherwise, received by or for the benefit of the seller before or substantially contemporaneous with either the execution of the installment sale contract or the delivery of the motor vehicle sold under that contract, whichever occurs later.

  • Installment Amount means the sum of (A) (i) with respect to any Installment Date other than the Maturity Date, the lesser of (x) the quotient of (I) the Principal amount outstanding under this Note as of the initial Installment Date, divided by (II) the number of Installment Dates occurring hereunder (as determined as of the initial Installment Date assuming no Deferrals, Accelerations, redemptions or conversions hereunder prior to the Maturity Date) and (y) the Principal amount then outstanding under this Note as of such Installment Date, and (ii) with respect to the Installment Date that is the Maturity Date, the Principal amount then outstanding under this Note as of such Installment Date (in each case, as any such Installment Amount may be reduced pursuant to the terms of this Note, whether upon conversion, redemption or Deferral), (B) any Deferral Amount deferred pursuant to Section 8(d) and included in such Installment Amount in accordance therewith, (C) any Acceleration Amount accelerated pursuant to Section 8(e) and included in such Installment Amount in accordance therewith and (D) in each case of clauses (A) through (C) above, the sum of any accrued and unpaid Interest and Make-Whole Amount with respect thereto as of such Installment Date under this Note, if any, and accrued and unpaid Late Charges, if any, under this Note as of such Installment Date. In the event the Holder shall sell or otherwise transfer any portion of this Note, the transferee shall be allocated a pro rata portion of the each unpaid Installment Amount hereunder.

  • Minimum Redemption Amount has the meaning specified in the applicable Final Terms;

  • Interest Distribution Amount With respect to any Distribution Date and any Class A Certificates, any Mezzanine Certificates and any Class CE Certificates, the aggregate Accrued Certificate Interest on the Certificates of such Class for such Distribution Date.

  • Monthly Payment Amount means, with respect to each Payment Date, a payment equal to the amount of interest which has accrued during the related Interest Accrual Period, computed at the Interest Rate.

  • Redemption Amount means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Final Terms;

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.