Holdback Consideration definition

Holdback Consideration means that number of shares of Parent Common Stock equal to Three Hundred Fifty Thousand Dollars ($350,000.00) divided by the Per Share Price.

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Holdback Consideration has such meaning as set forth in Section 6.9(a).

Holdback Consideration shall have the meaning set forth in Section 2.8.

Examples of Holdback Consideration in a sentence

The indemnification remedies provided in this Article IX (in addition to any rights against the Holdback Consideration set forth in Section 2.8) shall constitute the exclusive remedy of the Buyer after Closing for any claim in connection with this Agreement or any other transaction documents, including any claim for any Damages resulting from a breach by Company or Stockholders of any representation, warranty, covenant or agreement.
Notwithstanding anything contained herein to the contrary, any Dissenting Share shall not be converted into the right to receive its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Share pursuant to Section 262 of Delaware Law or Chapter 13 of California Law, as applicable.
At the Closing, Buyer shall retain the Holdback Consideration from the Merger Consideration that is payable to the TopCo Sellers, which Holdback Consideration will constitute security for the satisfaction of the TopCo Sellers’ indemnity and Merger Consideration Overpayment obligations under this Agreement (the “TopCo Seller Obligations”).
Buyer shall pay the Holdback Consideration Shares Amount by the issuance of shares of Buyer Common Stock, which shall be issued on the dates and on the terms set forth in Section 4.5. The Holdback Consideration Shares Amount shall be allocated to the TopCo Sellers as set forth on the Payment Spreadsheet.
Immediately after the Effective Time, the Holdback Consideration will be deposited with the Exchange Agent, or another institution acceptable to the Stockholder Representative, in its reasonable discretion, to act as escrow agent (the “Escrow Agent”), which institution shall execute a joinder hereto or an escrow agreement containing provisions substantially similar to this Section 8.3, such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein.

More Definitions of Holdback Consideration

Holdback Consideration means the amount equal to (i) the Closing Purchase Price, as set forth in the Pre-Closing Statement, with any adjustments that are mutually determined by Purchaser and Seller pursuant to Section 2.2(a) multiplied by (ii) ten percent (10%).

Holdback Consideration means $1,000,000.

Holdback Consideration means the cash amount equal to the sum of (i) $20,000,000 plus (ii) in the case of any discrepancies between Parent’s and the Company’s determinations of Estimated Working Capital or Estimated Debt, the Holdback Adjustment Amount.

Holdback Consideration means two million six hundred thousand dollars (US$2,600,000), which shall reduce the portion of the Purchase Price payable to BR Holdco for further distribution to the Filev Trust.

Holdback Consideration means $4,500,000.

Holdback Consideration means the 1st Anniversary Holdback Shares and the 2nd Anniversary Holdback Shares.

Holdback Consideration means an amount equal to the portion of the Holdback Amount that is from time to time distributable to the US Equityholders in accordance with the terms hereof.