Purchase Price Adjustment Holdback definition

Purchase Price Adjustment Holdback means a portion of the Purchase Price equal to Two Million Five Hundred Thousand Dollars ($2,500,000 ) to be paid by Buyer to Disbursement Agent at the Closing and retained by Disbursement Agent as described in Section 2.3.
Sample 1
Purchase Price Adjustment Holdback has the meaning specified in Section 2.3.
Sample 1
Purchase Price Adjustment Holdback has the meaning specified in Section 2.3. “Purchase Price Escrow Agreement” has the meaning specified in Section 2.3 “Purchased Shares” means all of the issued and outstanding Company Shares. “Purchaser” has the meaning specified above the preamble hereto.
Sample 1

Examples of Purchase Price Adjustment Holdback in a sentence

  • At the Effective Time, Parent shall hold an amount equal to the Purchase Price Adjustment Holdback, which shall constitute a holdback from the Closing Consideration used to satisfy amounts owed to Parent pursuant to this Section 4.1(c)(ii).

  • Upon joint written instructions from Parent and the Stockholder Representative (or otherwise in accordance with the procedures set forth in the Escrow Agreement), the Escrow Agent shall release the Purchase Price Adjustment Holdback in accordance with Section 2.7 and the Escrow Agreement to the Payments Administrator.

  • Pending the parties' verification of such fact in accordance with paragraph (b) below, Parent shall withhold from the cash portion of the Initial Purchase Price an amount equal to $25,000 or such other amount upon which the parties may agree prior to the Closing (the "Purchase Price Adjustment Holdback").

  • Concurrently with such payment, (i) Buyer shall deposit the Purchase Price Adjustment Holdback with the Disbursement Agent for use and disbursement in accordance with Sections 2.4(f) and 2.4(g), and (ii) Buyer shall deposit the InterLink Indemnity Fund pursuant to Section 2.5. Buyer shall be entitled to rely exclusively on the Purchase Price Allocation Schedule and shall have no responsibility to determine whether the Purchase Price Allocation Schedule was properly prepared.

  • To secure the loan described in this letter agreement, the Company will grant a security interest in the proceeds of the Earn Out Payments, any amounts paid out to the Company from the Indemnity Escrow and Purchase Price Adjustment Holdback, PMID stock, the Excluded Assets and any other assets of the Company and the proceeds thereon, including after acquired assets.

  • If a Negative Adjustment Amount exists once the Final Merger Consideration is finally determined pursuant to this Section 2.11, then Buyer and the Shareholder Representative shall jointly instruct the Escrow Agent to pay to Buyer, out of the Purchase Price Adjustment Holdback Amount, an amount equal to the Negative Adjustment Amount, by wire transfer of immediately available funds into an account designated by Buyer.

  • The Purchase Price Adjustment Holdback Amount, which amount may be adjusted as set forth in this Agreement, shall be paid to Seller within five (5) Business Days following the determination of all of Final Working Capital, Final Indebtedness and Final Transaction Expenses.

  • If the actual amount of cash and cash equivalents exceeds the actual amount of the Covered Liabilities (the amount of such excess, the "Cash Excess"), then Parent shall, within five (5) days of such determination, pay to each Shareholder his Prorata Share of the full amount of the Purchase Price Adjustment Holdback plus the full amount of the Cash Excess.

  • If a Negative Adjustment Amount exists once the Final Merger Consideration is finally determined pursuant to this Section 2.9, then Buyer and the Member Representative shall jointly instruct the Escrow Agent to pay to Buyer, out of the Purchase Price Adjustment Holdback Amount, an amount equal to the Negative Adjustment Amount, by wire transfer of immediately available funds into an account designated by Buyer.

  • To the Escrow Agent (to the Escrow Accounts), the Purchase Price Adjustment Holdback Amount, the General Indemnity Holdback Amount and the Other Matters Indemnity Holdback Amount.


More Definitions of Purchase Price Adjustment Holdback

Purchase Price Adjustment Holdback has the meaning set forth in Section 2.4. “R&W Insurance Policy” means the buyer-side representations and warranties insurance policy being obtained by Parent in connection with the Transactions. “Registrable Shares” has the meaning set forth in Section 5.17(a). “Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity. “Related Party” means (i) any current or former director or manager (or nominee), or officer of the Company or any of its Subsidiaries, (ii) any five percent (5%) or greater Company Stockholder on a fully-diluted basis and (iii) any first-degree relative, spouse, officer, director or Affiliate of any of the foregoing Persons. “Remedy Action” has the meaning set forth in Section 5.3(b). “Representations Survival Period” has the meaning set forth in Section 8.1(b)(ii). “Representative” of a Person means any Affiliate, stockholder, member, partner, officer, director, officer or employee of such Person or any investment banker, attorney, accountant, broker or other advisor, agent or representative of such Person. “Required Stockholder Approval” has the meaning set forth in Section 3.3(a). “Requisite Regulatory Approvals” has the meaning set forth in Section 6.1(b). “Resale Registration Statement” has the meaning set forth in Section 5.17(a).
Sample 1
Purchase Price Adjustment Holdback means the sum of Two Million Dollars ($2,000,000) to be paid by Buyer to Disbursement Agent at the Closing and retained -7- 12 by Disbursement Agent as described in Section 2.3. Such $2,000,000 shall be paid by Buyer to Disbursement Agent, and shall be comprised of (a) a portion of the purchase price under the InterLink Agreement reflecting the pro rata portion of the aggregate percentage interest in the RAP Equity Value indirectly owned by the InterLink Sellers, and (b) a portion of the Purchase Price hereunder reflecting the Sellers' pro rata interest in the RAP Equity Value.
Sample 1

Related to Purchase Price Adjustment Holdback

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Adjustment Escrow Amount means $1,000,000.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • Purchase Price Date means the date the Purchase Price is delivered by Lender to Borrower.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Purchase Price has the meaning set forth in Section 2.1.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Per Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.