Holdback Merger Consideration definition

Holdback Merger Consideration shall have the meaning assigned to such term in Section 2.8(b) of the Purchase Agreement.
Sample 1Sample 2
Holdback Merger Consideration means $500,000.00.
Sample 1
Holdback Merger Consideration means with respect to each share of Company Capital Stock the number of shares of Parent Series B Preferred Stock representing the pro rata portion of the Aggregate Holdback Share Amount to be delivered with respect to such share of Company Capital Stock in accordance with Article 6.
Sample 1

Examples of Holdback Merger Consideration in a sentence

  • No interest shall be paid or shall accrue upon any Closing Date Merger Consideration, Indemnity Holdback Merger Consideration or Performance Holdback Merger Consideration.

  • US Warburg hereby agrees that, to the extent that Holdback Merger Consideration becomes payable from time to time by the Borrower pursuant to the terms of the Side Letter, then US Warburg shall immediately make (or cause other investors in the Parent to immediately make) a Mandatory Investment.

  • The other two species, Typhlodromus phialatus Athias-Henriot, and Paraseiulus talbii Athias-Henriot, belonged to subfamily Typhlodrominae.

  • The release of amounts from the Holdback Merger Consideration shall be the Parent Indemnitee’s sole recourse for all Damages, subject to the limitations set forth in this Article 5 and the provisions of Article 6.

  • In the event Acquirer becomes aware of a third-party claim which Acquirer believes may result in a demand against the Holdback Merger Consideration or Special Holdback Amount, as applicable, Acquirer shall notify the Stockholder Representative of such claim.

  • In the event that the Stockholder Representative has consented to any such settlement, the Stockholder Representative shall have no power or authority to object under this Article 7 to the amount of any claim by Acquirer against the Holdback Merger Consideration or Special Holdback Amount, as applicable, for indemnity with respect to such settlement.

  • After exhaustion of the Specified Holdback Amount, Losses arising from or directly or indirectly related to any indemnification claim made pursuant to Section 7.4, the Holdback Merger Consideration shall be the exclusive means for Indemnified Persons to recover such Losses, until such time as the Holdback Merger Consideration is exhausted.

  • Notwithstanding any other provision of this Agreement to the contrary, the obligations of the Company and the Shareholders pursuant to this Article VIII may be set-off against the Holdback Merger Consideration in Parent’s sole discretion; provided, however, that the Company and the Shareholders shall remain be jointly and severally liable (to the extent provided in this Article VIII) to pay to Parent Indemnitees the amount of any obligations of the Company and the Shareholders under this Article VIII.

  • Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the right to receive the portion of the Closing Merger Consideration, Holdback Merger Consideration, Special Holdback Amount and Expense Fund Amount which shall be issued for such Company Common Stock.

  • This political stability often seems to be more recognized that the country’s sometimes dubious commitment to the human rights and the standards of good governance33.


More Definitions of Holdback Merger Consideration

Holdback Merger Consideration shall have the meaning set forth in Section 2.8(b).
Sample 1
Holdback Merger Consideration means the sum of (A) the Cash Holdback Merger Consideration, and (B) the Stock Holdback Merger Consideration; and (iv) “Per Share Holdback Consideration”, shall mean (A) the dollar amount obtained by dividing (x) the remaining Cash Holdback Merger Consideration by (y) the Company Shares Outstanding, and (B) the number of shares of Parent Stock obtained by dividing (x) the remaining Stock Holdback Merger Consideration by (y) the Company Shares Outstanding.
Sample 1

Related to Holdback Merger Consideration

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Escrow Cash is defined in Section 4.1(a).

  • Initial Consideration shall have the meaning set forth in Section 5.01.