Common use of Second Payment Clause in Contracts

Second Payment. For the purposes of this Agreement, "Additional Shares" shall mean any and all Parent Common Shares issued as payment of the Merger Consideration that are not Initial Shares. 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. The fractional share of Parent Common Shares which the holder of each outstanding share of each series of Company Preferred Stock shall be entitled to receive on the Second Payment Date (in addition to any fractional share of Parent Common Shares issuable with respect thereto pursuant to subsection 2.1(b)(ii) below) shall be equal to the quotient obtained by dividing (1) the product obtained by multiplying (x) the aggregate number of shares of Parent Common Shares to be issued on the Second Payment Date by (y) the applicable Sharing Percentage set forth in the table in subsection 2.1 (b)(i)(A) above for such series of Company Preferred Stock, by (2) the total number of shares of such series of Company Preferred Stock outstanding immediately prior to the Effective Time as set forth in the table in subsection 2.1(b)(i)(A) above.