Second Cash Payment definition

Second Cash Payment has the meaning set forth in Section 1.3(c) of the Agreement.

Second Cash Payment has the meaning specified in Section 1.3(a)(iii).

Second Cash Payment means the sum of US$9.8 million;

Examples of Second Cash Payment in a sentence

• With respect to Incentive Election #1, if you die, become Disabled, are terminated without Cause (as defined below), resign for Good Reason (as defined below), or there is a Change in Control prior to the payment of the Second Cash Payment, then the Second Cash Payment shall be paid by the Company to you (or your heirs) within five business days of such event.

• If you are terminated for Cause or voluntarily resign prior to the payment of the Second Cash Payment, then the Second Cash Payment will be immediately forfeited.

• In the event Purchaser experiences a Change of Control, Purchaser shall cause the Person acquiring Purchaser (or acquiring or exclusively licensing substantially all of its assets) with respect to a Change of Control to assume Purchaser’s obligations under this Agreement, including, without limitation, those obligations with respect to the Second Cash Payment, the Milestones, the Assumed Liabilities, the royalties paid for Royalty Transactions, and the Acquired Xifin Accounts Receivable.

• If the Buyer elects to pay the Second Cash Payment, the notice shall set forth the “Second Cash Payment Closing Date” which shall be no later than the First Year Anniversary Date.

• Second Cash Payment prior to First Year Anniversary Date or alternatively, Second Cash Payment Notice and exercise of Termination Option with Closing on Termination of Closing Date.

More Definitions of Second Cash Payment

Second Cash Payment means that second cash payment of five hundred thousand dollars ($500,000.00) payable at the earlier of (a) the Closing, (b) within three (3) Business Days after the date that the Company shall have obtained the Company Stockholder Approval and (c) immediately upon Purchaser’s wrongful termination of this Agreement in breach of this Agreement.

Second Cash Payment has the meaning set forth in Section 2.02.

Second Cash Payment shall have the meaning set forth in Section 2.2.

Second Cash Payment means $10,000,000.

Second Cash Payment has the meaning assigned to such term in the Acquisition Amendment; and

Second Cash Payment means an amount equals to 2.5 times Xinrui's net profit based on the unaudited Financial Statements for the period from 1 October 2005 to 30 June 2006 (both dates inclusive) and verified and agreed by KongZhong, and this amount shall, at all times, not exceed US$11 million. "SECOND CASH PAYMENT EXCESS AMOUNT" has the meaning given to it in Clause 3.2(c)(i) of this Agreement. "SHARE DISPOSITION AGREEMENT" means the agreement whereby each of the Xinrui Shareholders unconditionally agrees and undertakes to, upon the instruction of Sharp Edge WFOE, transfer all of its shareholding in Xinrui to a Person designated by Sharp Edge WFOE in consideration for the provision of technical support by Sharp Edge WFOE to Xinrui pursuant to the TSA. "SHARE PLEDGE AGREEMENT" means the share pledge agreement whereby each of the Xinrui Shareholders pledges its shareholding in Xinrui to Sharp Edge WFOE to secure the Payment Obligation of Xinrui. "SHARES" means the Sharp Edge Shares and the Xinrui Shares. "SHARP EDGE SHARES" has the meaning given to it in Recital I of this Agreement. 7 <PAGE> "SUBSIDIARY" means, with respect to any Person who is not an individual, any corporation, partnership, or other entity, Controlled by such Person or which is a subsidiary of another subsidiary of such Person. "TAX" or "TAXES" or "TAXATION" means and includes all forms of tax, levy, duty, charge, impost, fee, deduction or withholding of any nature imposed, levied, collected withheld or assessed by any governmental authority or other taxing or similar authority in any part of the world and includes any interest, additional tax, penalty or other charge payable or claimed in respect thereof. TOTAL PURCHASE PRICE" means First Cash Payment plus Earn Out-Amount, and is more fully described in Clause 3.1 of this Agreement. "TRANSACTION DOCUMENTS" means this Agreement, the Xinrui Share Purchase Agreement and the Restructuring Documents. "TRANSACTION TERMS" has the meaning given to it in Clause 9.1 of this Agreement. "TSA" means the technical support agreement entered into between Sharp Edge WFOE and Xinrui whereby among other things, Sharp Edge WFOE shall provide certain technical support to Xinrui on an exclusive basis. "U.S." or "UNITED STATES" means the United States of America. "US$" means the lawful currency of the United States. "VALUATION FINANCIAL STATEMENTS" means the Financial Statements of Xinrui for the Valuation Period. "VALUATION PERIOD" means the period from 1 October 2005 to 30 Septe...

Second Cash Payment means a $600,000 payment required under the Plan to be made by the Borrowers to the Lenders on or before the date that is 365 days after the Effective Date.