Holdback Amount definition
Examples of Holdback Amount in a sentence
To the extent any Damages are satisfied from the Indemnity Holdback Amount or through the surrender of Acquisition Shares, the number of Acquisition Shares to be surrendered shall be determined based on the amount of Damages subject to indemnification, divided by the thirty-day trailing volume-weighted closing price of the Common Stock measured from the date of the Indemnified Party’s delivery of notice to the Indemnifying Party regarding the matter subject to indemnification.
Upon the Closing, the Company will hold back from the Acquisition Shares the Indemnity Holdback Amount for the purposes of satisfying any claims for indemnification by any Company Indemnified Party in accordance with Article IX.
Subject to the limitations set forth above, the Company Indemnified Parties may recover Damages either (A) from the Indemnity Holdback Amount or (B) after the Indemnity Holdback Amount is exhausted or fully reserved for disputed claims, for any Damages other than Damages arising from Section 9.2(a)(ii) or Section 9.2(a)(iv) (solely with respect to CCCI Indemnified Taxes), directly from the Contributors.
If the amount of (a) the Adjustment Shortfall divided by (b) the Initial Offering Price exceeds the Adjustment Holdback Amount, the Company shall issue no additional Acquisition Shares.
Except for Damages under Section 9.2(a)(i), Section 9.2(a)(iii) and Section 9.2(a)(iv) (solely with respect to a Converting Holder’s Converting Holder Indemnified Taxes) or resulting from Fraud or intentional misconduct by a Converting Holder, Damages payable from the Indemnity Holdback Amount or otherwise from the Total Interest Consideration will be satisfied on the basis of each Converting Holder’s pro rata portion of the Total Interest Consideration.