Examples of Representative Holdback Amount in a sentence
The portion of the Representative Holdback Amount delivered to, and held by, the Representative on behalf of each such Seller shall be determined pro rata based upon each Seller’s Residual Percentage.
The Representative is entitled to pay on behalf of the Stockholders and the Optionholders, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (whether prior to or after the Closing) (“Representative Expenses”) from the Representative Holdback Amount.
If at any time the Representative determines, in its sole discretion, to release all or a portion of the Representative Holdback Amount to the Stockholders and the Optionholders such payment shall be made in accordance with Section 1.07.
For the avoidance of doubt, any amounts paid by the Purchasers to the Representative in respect of the Representative Holdback Amount shall be treated for Tax purposes as having been received and voluntarily set aside by the Sellers at the time of payment by the Purchasers, and any Tax withholding with respect to such deemed contribution by any Seller shall be satisfied from such Seller’s share of other funds payable to such Seller at such time and shall not reduce the Representative Holdback Amount.
The Closing Date Merger Consideration less (a) the Escrow Amount less (b) the Representative Holdback Amount shall equal the “Closing Date Cash Merger Consideration”.