Holdback Share definition

Holdback Share means (i) as to any holder of Closing Common Shares, the Common Holdback Share multiplied by a fraction, the numerator of which is the number of Closing Common Shares held by such holder, and the denominator of which is the total number of Closing Common Shares, and (ii) as to any holder of Closing Preferred Shares, the Preferred Holdback Share multiplied by a fraction, the numerator of which is the number of Closing Preferred Shares held by such holder, and the denominator of which is the total number of Closing Preferred Shares.
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Holdback Share means “Holdback Share” as defined in the Century-TCI Stipulation.
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Holdback Share means a fraction, the numerator of which is the total proceeds received by any Seller in respect of Common, and Warrants to purchase Common held by such Seller, and the denominator of which is the sum of (i) the Final Common Purchase Price and (ii) the Common Warrant Cancellation Payments (expressed as a percentage). Section 1.02 of the Disclosure Schedule sets forth the Holdback Share (if any) for each Seller (as the same may be amended from time to time by the Seller Representative to reflect the actual stockholdings of the Sellers as of the Closing Date).
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Examples of Holdback Share in a sentence

  • Each Company Holder shall be deemed to have contributed an amount equal to his, her or its Pro Rata Holdback Share of the Reserve Amount to the Reserve Account.

  • Notwithstanding the foregoing, the Holdback Share Consideration payable by Buyer to Seller pursuant to this Section 1.06(c) shall be subject to the Buyer’s right of setoff set forth in Section 7.06 of this Agreement and shall be adjusted accordingly.

  • Promptly after the Effective Time, Parent shall withhold from the Merger Consideration a number of shares of Parent Common Stock equal to the Initial Holdback Share Number.

  • Each Multiple Voting Share held as an Indemnity Share shall be deemed to have a cash value equal to the Holdback Share Value.

  • For purposes of this Agreement, the value of a Holdback Share shall equal the Acquirer Stock Price.

  • The amount of all Losses for which Seller shall be liable pursuant to Article VII shall be limited to the Holdback Share Consideration.

  • For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time.

  • Any distribution with respect to an Escrow Holdback Share which is delivered to and held in Escrow hereunder shall be either distributed to the Original Holders or returned to Buyer in the same manner as the Escrow Holdback Shares to which such distribution relates.

  • Seller agrees that any indemnifiable Losses for which Seller owes Buyer under this Article VII shall be offset against the Holdback Share Consideration and the amount of the Holdback Share Consideration remaining thereafter shall be adjusted accordingly; provided however that the amount of any such downward adjustment to the Holdback Share Consideration shall be offset by the amount of any indemnifiable Losses, if any, for which Buyer owes the Restricted Parties under this Article VII.

  • The amount of all Losses for which Buyer shall be liable pursuant to Article VII shall be limited to the amount of Holdback Share Consideration then continuing to be held by Buyer.