Retention of Amounts Sample Clauses

Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, the Company shall not pay to any Option Holder that portion of the Option Payments represented by such Option Holder’s pro rata share of the Adjustment Escrow Amount or the Representative Holdback Amount until such time as such amount (or any portion thereof), if any, is distributed to such Option Holder pursuant to the terms and conditions of the Escrow Agreement or Section 9.17, respectively. The adoption of this Agreement and the approval of the Merger by the Requisite Stockholder Approval shall constitute approval by the Option Holders of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Adjustment Escrow Amount, in escrow and the appointment of the Representative.
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Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Equityholder shall be entitled to receive that portion of the Merger Consideration represented by such Equityholder’s applicable share of the Working Capital Escrow Amount, the Escrow Amount or the Representative Expense Amount until such time as such amount (or any portion thereof), if any, is distributed to such Equityholder pursuant to the terms and conditions of this Agreement or the Escrow Agreement, as applicable. The adoption of this Agreement and the approval of the Mergers as evidenced by the Stockholder Consent shall constitute approval by all of the holders of Company Shares of the Escrow Agreement and of all of the arrangements relating thereto, including, without limitation, the placement of the Working Capital Escrow Amount and the Escrow Amount in escrow.
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Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Company Stockholder holding Company Stock shall be entitled to receive that portion of the Merger Consideration represented by such Company Stockholder’s pro rata share of the Adjustment Escrow Amount or the Representative Holdback Amount until such time as such amount (or any portion thereof), if any, is distributed to such Company Stockholder pursuant to the terms and conditions of the Escrow Agreement or Section 9.17
Sample 1
Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Company Stockholder holding Company Stock shall be entitled to receive that portion of the Merger Consideration represented by such Company Stockholder’s Per Share Portion of the Adjustment Escrow Amount or the Representative Holdback Amount until such time as such amount (or any portion thereof), if any, is distributed to such Company Stockholder pursuant to the terms and conditions of the Escrow Agreement or Section 9.17, respectively. The adoption of this Agreement, the other documents ancillary hereto (including the Escrow Agreement) and the approval of the Merger by the Requisite Stockholder Approval shall constitute approval by the Company Stockholders holding Company Stock of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Adjustment Escrow Amount in escrow and the appointment of the Representative, including the retention of the Representative Holdback Amount by the Representative.
Sample 1
Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Company Stockholder shall be entitled to receive that portion of the Merger Consideration represented by such Company Stockholder’s Per Share Portion of the Escrow Amount until such time as such amount (or any portion thereof), if any, is distributed to such Company Stockholder pursuant to the terms and conditions of the Escrow Agreement and the Rollover Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Requisite Stockholder Approval shall constitute approval by the Company Stockholders of the Escrow Agreement and the Rollover Escrow Agreement, and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow.
Sample 1
Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Option Holder or Warrant Holder, as applicable, shall be entitled to receive that portion of the Merger Consideration represented by such Option Holder’s or Warrant Holder’s Per Share Portion of the Escrow Amount until such time as such amount (or any portion thereof), if any, is distributed to such Option Holder or Warrant Holder pursuant to the terms and conditions of the Escrow Agreement and the Rollover Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Requisite Stockholder Approval shall constitute approval by the Option Holders and the Warrant Holders of the Escrow Agreement and the Rollover Escrow Agreement, and of all of the arrangements relating thereto, including the placement of the Escrow Amount in escrow.
Sample 1
Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Company Equityholder shall be entitled to receive its Allocable Portion of any Additional Merger Consideration until such time as such amount (or any portion thereof), if any, is distributed to such Company Equityholder pursuant to the terms and conditions of this Agreement or any other Ancillary Transaction Document, as applicable. The adoption of this Agreement and the approval of the Merger by the Requisite Shareholder Approvals shall constitute approval by the Company Equityholders of the Ancillary Transaction Documents (including the Escrow Agreement) and of all of the arrangements relating thereto (including, among other things, the placement of the Indemnity Escrow Amount and the Adjustment Escrow Amount in escrow).
Sample 1
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Retention of Amounts. Notwithstanding any contrary provision set forth in this Agreement, no Company Senior Noteholder shall be entitled to receive that portion of the Final Merger Consideration represented by such Company Senior Noteholder’s Pro Rata Portion of the Reserve Amount, until such time as such amount (or any portion thereof), if any, is distributed to such Company Senior Noteholder pursuant to the terms and conditions of this Agreement.
Sample 1

Related to Retention of Amounts

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Certification of amounts A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

  • Payment of Amounts The Death Benefit payable on the death of the Owner, or after the death of the first Owner, or upon the death of the spouse who continues the Contract, will be distributed to the designated Beneficiary(s) as follows:

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Application of Amounts in Trust Accounts (a) For so long as any Notes are outstanding, on each Payment Date, the Indenture Trustee will distribute to the Certificateholders, on a pro rata basis, based on the Percentage Interests thereof, the amounts distributable thereto pursuant to Section 5.06 of the Sale and Servicing Agreement and Section 3.01 of the Indenture. From and after the date on which the Notes of all Classes have been paid in full, the Paying Agent shall distribute to the Certificateholders (i) amounts released to the Issuer pursuant to Sections 4.02 and 8.05(b) of the Indenture and Section 5.01(d) of the Sale and Servicing Agreement and (ii) amounts that are distributable to the Certificateholders in accordance with the instructions of the Servicer pursuant to Section 5.06 of the Sale and Servicing Agreement.

  • Compensation Other Than Severance Payments 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive's employment is terminated by the Company for Disability.

  • Payment of Costs and Legal Fees and Reinstatement of Benefits In the event any dispute or controversy arising under or in connection with the Executive’s termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of (a) all legal fees incurred by the Executive in resolving such dispute or controversy, and (b) any back-pay, including Base Salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due to the Executive under this Agreement.

  • Compensation Benefits and Expenses During the Term, Company shall compensate Employee for his services as follows:

  • Termination of Payments Notwithstanding section 2.2, no payments shall be due to Purchaser afler Purchaser has received an aggregate amount under this Note, including payments made by the Company pursuant to section 2.3, equal to (i) the Principal Amount (as defined in the Investor Information Sheet above), multiplied by (ii) the Maximum Payment Multiple. We refer to the result of this multiplication as the “Maximum Payment Amount.”

  • Termination of Account We may terminate your account at any time without notice to you or may require you to close your account and apply for a new account if: (1) there is a change in owners or authorized signers; (2) there has been a forgery or fraud reported or committed involving your account; (3) there is a dispute as to the ownership of the account or of the funds in the account; (4) any checks or drafts are lost or stolen; (5) there are excessive returned unpaid items not covered by an overdraft protection plan; (6) there has been any misrepresentation or any other abuse of any of your accounts; or (7) we reasonably deem it necessary to prevent a loss to us. You may terminate an individual account by giving written notice. We reserve the right to require the consent of all owners to terminate a joint account. We are not responsible for payment of any check, draft, withdrawal, transaction, or other item after your account is terminated; however, if we pay an item after termination, you agree to reimburse us.

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