Second Closing Consideration definition
Examples of Second Closing Consideration in a sentence
The determination of LLC Net Income for the fiscal year ending December 31, 2007 and the resulting Second Closing Consideration by the third accounting firm shall be final and binding on all of the Parties.
The Series D Investors shall have delivered the Second Closing Consideration in accordance with the provisions of Section 2.5.
Without prejudice to any other remedies available to the Parties, if the Second Closing Conditions have not been satisfied within one hundred eighty (180) days following the Second Closing Date, XFM shall be entitled to rescind its and/or XFM Nominee’s obligations to pay the Second Closing Consideration.
All indemnification payments made pursuant to this Article IX will be adjustments to the Closing Consideration and the Second Closing Consideration, if any.
If the aggregate amount so funded by HRPT (including the interest thereon) exceeds $1,530,954, one-half such excess shall be deducted from the Second Closing Consideration.
On the Closing Date, the Company shall pay to the Underwriter, by deduction from the net proceeds of the Offering a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of the Closing Units), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriter pursuant to Section 11 hereof.
As of the Second Closing Date, Seller is the sole record and beneficial owner of the FTL Equity Interests attributed to such Seller in the Second Closing Consideration Spreadsheet, all of which are owned free and clear of all Encumbrances, except for such Encumbrances that will be released in full prior to or at the First Closing, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
Notwithstanding any other provision of this Agreement to the contrary, the total of the Initial Consideration, the Earn-Out Adjustment, the Second Closing Consideration and the Third Closing Consideration shall not exceed $128.5 million.
If the aggregate amount so funded, exclusive of HRPT Common Shares issued at Closing, or so anticipated to be funded by HRPT (including the interest thereon) exceeds $9,046,823, one-half such excess shall be deducted from the Second Closing Consideration.
Without prejudice to any other remedies available to XFM, XFM may defer Second Closing and the payment of the Second Closing Consideration until all Second Closing Conditions are fulfilled or waived.