Adjustment Holdback Sample Clauses

Adjustment Holdback. At Closing, an aggregate amount in cash equal to the product of (i) the SBR Ownership Percentage times (ii) $5,000,000 (the “Adjustment Holdback”), shall be deducted from the Merger Consideration otherwise to be paid by the Exchange Agent to the Shareholders pursuant to Section 4.3. The Adjustment Holdback shall be disbursed in accordance with the procedures and subject to the terms and conditions of the Section 4.8 of the SBR Merger Agreement, Section 4.10(b) of this Agreement and the Escrow Agreement. Notwithstanding anything in the SBR Merger Agreement to the contrary, any amounts in excess of the Adjustment Holdback to be paid to the Shareholders pursuant to this Section 4.8 shall be paid in the form of Parent Shares using the Assumed Share Value.

Adjustment Holdback. The Purchaser shall pay, or cause to be paid, to the Escrow Agent at the Closing, by wire transfer of immediately available funds to the account specified by the Escrow Agent to the Purchaser at least two (2) Business Days prior to the Closing, an amount equal to $300,000 (such amount, together with all interest earned thereon, is hereinafter referred to as the “Adjustment Holdback”). The Adjustment Holdback shall be held, invested and disbursed as specified in the Escrow Agreement.

Adjustment Holdback. (a) At least three (3) Business Days prior to the Closing Date, the Chief Financial Officer of the Company shall prepare and deliver a certificate (the “Adjustment Certificate”) to Parent setting forth the Company’s estimated calculation of Net Indebtedness and Transaction Costs as of the Effective Time. Such calculation shall be prepared in accordance with GAAP and on a basis using the same methods, principles, practices and policies used in the preparation of the Financial Statements and shall be acceptable to Parent in its sole discretion. The aggregate amounts set forth in such Adjustment Certificate are hereafter referred to as the “Estimated Adjustments.” At Closing, an aggregate amount equal to the sum of $5,000,000 in cash (the “Adjustment Holdback”), shall be deducted from the Merger Consideration otherwise to be paid by the Exchange Agent to the Fully-Diluted Stockholders pursuant to Section 4.3. For the avoidance of doubt, each Fully-Diluted Stockholder shall only be obligated to contribute such Fully-Diluted Stockholder’s pro rata portion (based on the Fully-Diluted Company Common Shares) of the Merger Consideration to the Adjustment Holdback. (b) Within fifteen (15) days following the Closing Date, Parent shall prepare and deliver to the Holders Representative a certificate setting forth Parent’s calculation of Net Indebtedness and Transaction Costs. Such calculation shall be prepared in accordance with GAAP using the same methods, principles, practices and policies as was required to be used in the preparation of the Estimated Adjustments. The aggregate amounts set forth in such certificate are hereafter referred to as the “Actual Adjustments.” Within ten (10) days of receipt of the Parent’s calculation of the Actual Adjustments, the Holders Representative may provide notice that it disagrees with the Parent’s calculation of the Actual Adjustments. If such notice is delivered, Parent and the Holders Representative shall have ten (10) days from the delivery of the notice to agree on the Actual Adjustments. If the Parent and Holder Representative do not agree, then the matter shall be submitted to an independent nationally recognized accounting firm selected in writing by Parent and Holder Representative who shall make a final determination of the Actual Adjustments within thirty (30) days of submission of the matter to it. (c) In the event the Actual Adjustments exceed the Estimated Adjustments, the Holders Representative and Parent shall prom...

Adjustment Holdback. At the Effective Time, Parent shall withhold from the Merger Consideration for payment of the Adjustment Amount, calculated in accordance with Section 2.4(c) of the Parent Disclosure Schedules, for a period ending on the second Business Day following the final determination of the Adjustment Amount pursuant to Section 3.1 (the "ADJUSTMENT HOLDBACK PERIOD") an amount equal to $22,000,000, which is an estimated amount necessary to cover any Adjustment Amount (the "ADJUSTMENT HOLDBACK AMOUNT," together with the General Holdback Amount, the "HOLDBACK AMOUNT").