Holdback Distribution definition
Examples of Holdback Distribution in a sentence
On the Redemption Trade Date, following receipt of the Redemption Order from the Authorized Participant, the Trust shall instruct the Ether Custodian to move the Ether in the amount of the Creation Basket Deposit out of the Trust’s Custody Account (as defined in the Registration Statement) into the Trust’s Clearing Account.
The parties hereto agree that should Buyer not make full payment of the Holdback Amount due to the Sellers, any amount payable shall accrue interest from and including the Holdback Distribution Date to but excluding the date such payment has been made at a rate per annum equal to ten percent (10%); provided, however, that in the event of a dispute interest shall not accrue until such dispute is determined pursuant to the provisions of this ARTICLE IX.
Prior to the Holdback Distribution Date, the number of shares of Parent Common Stock issuable and the cash payable comprising the Total Holdback Amount shall be subject to reduction as indemnity to compensate Indemnified Parties (as defined below) for any and all Losses (as defined below) pursuant to Article VII hereof.
For avoidance of doubt: except in the case of fraud by such Member, the obligations of each respective Member (other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ and his Affiliates) under Section 7.4 (as limited under Section 7.5(a)-(c)) may not be enforced against any cash actually paid to such Member at the Closing, against any Holdback Distribution payments made to such Member or against any cash actually paid to such Member in such Member’s capacity as a “Holder” under the CVR Agreement.
As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining balance of the Representative Holdback Amount to the Payments Administrator for further distribution in accordance with Section 3.4(d)(i)–(ii) (the date of such distribution, the “Representative Holdback Distribution Date”).
Any indemnification payments or payments made in connection with a Holdback Distribution Event, whether from the Indemnity Escrow or Holdback Escrow, shall be treated as adjustments to the purchase price for all purposes.
As soon as practicable following the completion of the Representatives’ responsibilities, the Representatives will distribute any remaining balance of the Representative Holdback Amount to the Existing Equityholders (the date of such distribution, the “Representative Holdback Distribution Date”) in accordance with the Closing Date Consideration Schedule.
Parent shall reserve the Total Holdback Amount pursuant to Section 1.6(b)(iv), comprising shares of Parent Common Stock issuable and cash payable on Holdback Distribution Date, subject to reduction as required to satisfy the indemnification obligations pursuant to Article VII.
At Closing, for each share of Company Common Stock held by a Shareholder, Parent shall withhold the Holdback Amount, up to all of which (if any) may be issued or paid at the Holdback Distribution Date (as defined below).
Following the Initial Holdback Distribution, at such time as the Seller Representative determines, in its sole discretion, that the Seller Representative will not incur any additional expenses in its capacity as representative, then the Seller Representative will distribute to the Sellers their applicable pro rata portion (based on their Percentage Share of the Seller Representative Holdback) of the remaining unused amounts of the Seller Representative Holdback, if any, without interest.