Second Closing Amount definition

Second Closing Amount means such amount equal to the product of (i) the Purchase Price and (ii) that number of Common Shares purchased at the Second Closing.

Second Closing Amount has the meaning set forth in the Recitals.

Second Closing Amount has the meaning set forth in the Recitals. “Second Closing Date” has the meaning set forth in Section 1.4. “Second Closing Purchase Price” has the meaning set forth in Section 1.3. “Second Closing Securities” has the meaning set forth in Section 1.1(b). “Securities” has the meaning set forth in Section 1.1(b). “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Selling Expenses” means all selling commissions applicable to the sale of Registrable Securities and all fees and expenses of legal counsel for any Holder other than as set forth in the definition of “Registration Expenses.” “Shortfall Amount” has the meaning set forth in Section 1.1(c). “Special Rights Termination Event” shall mean either (i) the failure of the Investor Purchasers to timely exercise their option to fund the Investor Second Closing Amount pursuant to -25- Section 1.1(c) of the Investors Purchase Agreement or (ii) the timely exercise of such option by the Investor Purchasers followed by the failure of the Investors Second Closing to occur due to the failure of the Investor Purchasers to satisfy any of the conditions provided in Sections 5.3(a)-(c) of the Investor Purchase Agreement. “Subsidiary” of any Person shall mean any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. ARTICLE 8 TERMINATION SECTION 8.1.

Examples of Second Closing Amount in a sentence

• Second Closing Amount The consideration for the purchase of the Additional Shares under the Share Purchase Agreement (the “Second Closing Amount”) shall be an amount equal to the sum of US$525,000, which shall be satisfied by UCWeb SG and Alipay SG in cash in the respective proportions as set forth against each of their names in Table II above upon the date of the Second Closing.

• The Second Preliminary Settlement Statement shall set forth: (A) the Second Closing Base Purchase Price; (B) reasonable estimates of the adjustments under Section 3.2(b); and (C) the resulting Second Closing Amount and Second Closing Payment.

• A Protocol Tolerating False Children.The following protocol, called protocol A (Fig.

• On Second Closing, UCWeb SG and Alipay SG shall pay the Second Closing Amount in cash in the respective proportions as set forth against each of their names in Table II above to SAC Finance.JOINT VENTURE AGREEMENT The Board further announces that Wormhole SG, SAC Finance, UCWeb SG and Alipay SG entered into the Joint Venture Agreement on September 20, 2017 to regulate the affairs of Wormhole SG and the respective rights of SAC Finance, UCWeb SG and Alipay SG as shareholders of Wormhole SG.

• 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 12 Statement used to determine the final Second Closing Amount and Second Closing Payment.

More Definitions of Second Closing Amount

Second Closing Amount means such amount equal to the product of (i) the Purchase Price and (ii) that number of Common Shares purchased at the Second Closing. "Securities" means the Shares, the Warrants and the Warrant Shares.

Second Closing Amount means the amount to be paid for the Businesses to be transferred on the Second Closing Date;

Second Closing Amount has the meaning set forth in Section 4.5 hereof.

Second Closing Amount has the meaning set forth in Section 2.1(a)(1).

Second Closing Amount means Thirty Seven Million Five Hundred Thousand Dollars ($37,500,000).

Second Closing Amount means, with respect to each Buyer: (i) if the Pricing Condition is met with respect to the Second Closing Date, then the aggregate principal amount of Initial A-2 Notes set forth opposite such Buyer's name in column (4) on the Schedule of Buyers; or (ii) if the Pricing Condition is not met with respect to the Second Closing Date, then zero, unless within one (1) Business Day after the last Trading Day of the Initial Pricing Period such Buyer delivers written notice to the Company of such Buyer's election to purchase Initial A-2 Notes, in which case, the aggregate principal amount of Initial A-2 Notes in such written notice (which amount shall in no event exceed the aggregate principal amount of Initial A-2 Notes set forth opposite such Buyer's name in column (4) on the Schedule of Buyers).

Second Closing Amount has the meaning ascribed to such term in the table set forth in Section 2.2(b).