Second Closing Consideration definition

Second Closing Consideration means $19,333,333.33 (the “Subsequent Closing Value”), minus Company Transaction Expenses as of the Second Closing, payable in cash.
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Second Closing Consideration shall have the meaning set forth in Section 2.1(b). 2. The following sentence shall be added to the end of Section 2.1(a) of the Investment Agreement: At the Closing, the Purchaser shall Purchase 3,739,500 shares of Preferred Stock. The difference between 5,339,500 shares and the 3,739,500 shares of Preferred Stock purchased at the Closing (i.e. 1,600,000 shares) shall be referred to as the "Additional Preferred Shares". 3. The following sentence shall be added to the end of Section 2.1(b) of the Investment Agreement: Of this amount, the Purchaser shall pay at the Closing an amount equal to $31,000,836.69, which is (i) $44,265,000.00 minus (ii) the product of (A) the number of Additional Preferred Shares multiplied by (B) $8.288. The difference between $44,265,000.00 and the $31,000,836.69 paid by the Purchaser at the Closing (i.e. $13,264,163.31) shall be referred to as the "Second Closing Consideration". 4. The word "Securities" in Section 2.2 of the Investment Agreement shall be replaced with the words "Securities (other than the Additional Preferred Shares)" each time the word "Securities" appears in Section 2.2. 5. The first sentence of Section 5.1(a) shall be replaced with the following sentence: As soon as practicable after the execution of this Agreement, the Company shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy Statement") for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the 2 2 Warrants, (ii) the issuance and sale by the Company of the Additional Preferred Shares, (iii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clauses (i) and (ii), the "Shareholder Approval"), (iv) the election of directors and (v) such other matters as the Company and the Purchaser may reasonably agree. 6. The word "Securities" in the last sentence of Section 5.2 of the Investment Agreement shall be replaced with the words "Securities (other than the Additional Preferred Shares)." 7. The following sections shall be added to the end of Article V of the Investment Agreement: Section 5.9
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Second Closing Consideration is defined in Section 1.3(b).
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Examples of Second Closing Consideration in a sentence

  • In the event that the Second Closing occurs before the determination of the Consideration Adjustment in relation to the Initial Closing Consideration, the Second Closing Consideration is subject to an upward or downward Consideration Adjustment.

  • Gates asked if the trees would be preserved along Devils Glen Road.

  • The difference between $44,265,000.00 and the $31,000,836.69 paid by the Purchaser at the Closing (i.e. $13,264,163.31) shall be referred to as the "Second Closing Consideration".


More Definitions of Second Closing Consideration

Second Closing Consideration the greater of $8,000,000 or an amount equal to 3% of the Additional Properties Acquisition Cost. The Second Closing Consideration may be subject to adjustment as provided in Sections 1.6, 8.3 and 8.10.
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Second Closing Consideration has the meaning specified in Section 2.7.
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Related to Second Closing Consideration

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Second Closing has the meaning set forth in Section 2.2.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Second Closing Date means the date of the Second Closing.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date