Adjustment Holdback definition

Adjustment Holdback has the meaning ascribed thereto in Section 2.5.1(b);

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Adjustment Holdback means $10,500,000.

Adjustment Holdback means Five Hundred Thousand Dollars ($500,000.00 USD) of the Cash Payment.

Examples of Adjustment Holdback in a sentence

If the Over Payment exceeds the Adjustment Holdback, then the Vendors shall, in accordance with their Designated Percentage, within [**] following the final determination, make payment by wire transfer to the Purchaser in immediately available funds of such excess.
On the Closing Date, upon payment of the Estimated Cash Payment (less the Indemnity Holdback and the Adjustment Holdback) and delivery of the Equity Consideration in accordance with Section 1.4(a) and Section 1.4(b), the Target Securities of such Seller will be acquired by Buyer free and clear of all Liens, and Buyer will have good, valid and marketable title to the Target Securities of such Seller.
The Adjustment Holdback represents a source of payment in the event Parent is entitled to payment pursuant to Section 4.8 of the Merger Agreement.
Concurrently herewith, Parent shall deposit, or cause to be deposited, with the Agent (i) the Indemnity Escrow, and the Agent agrees to accept and hold the Indemnity Escrow in a separate account (the “Indemnity Escrow Account”), and (ii) the Adjustment Holdback, and the Agent agrees to accept and hold the Adjustment Holdback in a separate account (the “Adjustment Escrow Account”).
In the event that a portion of the Adjustment Holdback remains subsequent to an adjustment pursuant to this Section 1.4(c)(ii), then any remaining amounts of the Adjustment Holdback shall be paid in cash to Sellers pursuant to Section 1.4(d).

More Definitions of Adjustment Holdback

Adjustment Holdback means an amount equal to $200,000 remitted to the Escrow Agent in accordance with the Escrow Agreement.

Adjustment Holdback means the amount of $7,500,000.

Adjustment Holdback means $1,000,000.

Adjustment Holdback shall have the meaning ascribed to it in Section 5.5.

Adjustment Holdback means $100,000.

Adjustment Holdback means [***] of the Cash Payment.

Adjustment Holdback shall have the meaning given to it in Section 3.4. adverse, adversely, when used alone or in conjunction with other terms (including without limitation "affect," "change" and "effect") shall mean any Event which is reasonably likely, in the reasonable business judgment of the relevant party, to be expected to (a) adversely affect the validity or enforceability of this Agreement or the likelihood of consummation of the Merger, or (b) adversely affect the business, operations, management, or properties, or the financial condition, or results of operation of the TCT Assets or the TCT Business or ATC and its Subsidiaries, taken as a whole, as applicable, or (c) impair such party's ability to fulfill its obligations under the terms of this Agreement, or (d) adversely affect the aggregate rights and remedies of such party under this Agreement. Notwithstanding the foregoing, and anything in this Agreement to the contrary notwithstanding, the following events shall not be deemed to constitute such a change, affect or effect: (i) changes in the financial markets or general economic conditions and Events affecting the communications sites industry generally, including without limitation conditions or changes which affect the prevailing interest rates available to businesses involved in the communications sites industry or which affect the prevailing resale valuation or the method of determining such valuations of the businesses involved in the communications sites industry, and (ii) the resignation or retirement of any TCT employee or group of TCT employees because of the execution and delivery of this Agreement.