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 shall have the meaning ascribed to it in Section 2.2(a)(y).

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.

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

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

Second Closing Amount shall equal $165,000 minus the Loan Arrangement Fee of 10% of the Principal amount of the Note funded ($15,000 for Second Closing Amount”); (z) and the “Third Closing Amount” shall equal $275,000 minus the Loan Arrangement Fee of 10% of the Principal amount of the Note funded ($25,000 for Third Closing Amount”).

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

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

Second Closing Amount. At the Second Closing, an amount equal to the Second Closing Amount (the “Second Closing Payment”) shall be paid by Purchaser to Seller by federal funds wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser.