Holdback Shares definition

Holdback Shares has the meaning set forth in Section 2.5(b)(v).

Holdback Shares means, with respect to any given Holder of Allowed GenOn Notes Claims, the shares of New Common Stock that as of the Effective Date are not permitted to be distributed to such Holder because one or more Required Regulatory Approvals are required but have not been obtained. Any such Holder is referred to as a “Holdback Entity”. For the avoidance of doubt, if the Required Regulatory Approvals that are required but have not been obtained for any Holdback Entity relate only to shares of New Common Stock in excess of a specific amount, the Holdback Shares for such Holdback Entity shall be only such excess (i.e., if a portion of the shares can be distributed and a portion cannot, then only the latter portion are Holdback Shares).

Holdback Shares means 12.5% of the Base Stock Consideration as and when issued to Company Members pursuant to this Agreement.

Examples of Holdback Shares in a sentence

• At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares.

• Notwithstanding anything to the contrary contained in this Agreement, each issuance of Indemnity Holdback Shares to a particular Participating Securityholder shall be effected via issuance by Parent in accordance with Section 1.5(a)(ii)(5), Section 1.5(a)(iii)(5), Section 1.11(a) and the delivery instructions set forth in such Participating Securityholder’s letter of transmittal (unless the Participating Securityholder provides updated payment delivery instructions).

• At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares and the Specific Litigation Escrow Amount.

• For the avoidance of doubt, subject to the provisions of this ARTICLE IX, it is understood that the Holdback Shares to be issued to Seller shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled.

• At least five (5) Business Days prior to the Closing Date, Owner shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares.

More Definitions of Holdback Shares

Holdback Shares means, collectively, the Indemnification Holdback Shares and the Tax Indemnification Holdback Shares (totaling in the aggregate 720,000 shares of Parent Stock otherwise included as Merger Consideration).

Holdback Shares is defined in Section 7.4(a).

Holdback Shares is defined in Section 2.3.

Holdback Shares means the number of Parent Shares (rounded up to the next whole number) equal to the product of (A) 0.10 and (B) the Aggregate Merger Consideration. The Holdback Shares shall be a combination of Parent Common Stock and Parent Preferred Stock, in the same proportion as the number of shares of Parent Common Stock and Parent Preferred Stock issued pursuant to this Agreement.

Holdback Shares has the meaning set forth in Section 1.9 of this Agreement.

Holdback Shares means the number of shares of Buyer Common Stock equal to (i) Two Hundred Twenty Thousand and 00/100 Dollars, divided by (ii) Earnout Share Price, rounded up to the nearest whole number of shares.

Holdback Shares means the Miao Holdback Shares and the Chen Holdback Shares.