Examples of Stock Holdback Amount in a sentence
To the extent that the Stock Holdback Amount is utilized to satisfy any Indemnification Claims provided for in this Section 6.10, the value of any such shares shall be calculated by utilizing the Closing Price.
The amount of any decrease, plus interest at a rate of prime per annum from the Closing Date until the date deducted pursuant to this Section 2.7(d)(ii), shall be deducted by Parent from the Holdback Consideration by (A) reducing the Cash Holdback Amount by the product of (x) the Adjustment Amount and (y) the Cash Holdback Consideration Percentage and (B) reducing the Stock Holdback Amount by the product of (x) the Adjustment Amount and (y) the Stock Holdback Consideration Percentage.
The Buyer Affiliates may elect to set off against and recoup from any Seller Party, the Holdback Amount (whether from the Cash Holdback Amount or the Stock Holdback Amount) the Indemnifiable Damages, and any such Xxxxxxx Securities so set-off against will immediately be deemed to be canceled.
The amount of shares to be forfeited and remain undistributed to the Stockholders from the Stock Holdback Amount shall be calculated as per Section 3.01(e)(i) below.
The Shares (as defined below) are duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and the Escrow Agreement (relating to the WEYL Stock Holdback Amount).
Subject to the final two sentences of this Section 1.7(a), Section 1.7(b) and Section 9.8, on the second anniversary of the Closing Date, Dearborn shall distribute to Xxxxxxxx and Xxxxxxx, respectively, 90% and 10% of (i) the remainder of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) certificates representing the remainder of the shares of Dearborn Common Stock constituting the Stock Holdback Amount.
For the avoidance of doubt, (x) the Stock Holdback Amount set forth in sub-clause(c) above shall only reduce the Closing Cash Consideration payable to Donlon, and shall in no event have the effect of reducing the Closing Cash Consideration payable to either JMP or Hypotheca and (y) the Severance Holdback Amount set forth in sub-clause(d) above shall reduce the Closing Cash Consideration payable to all Sellers as set forth on S chedule 2.2.
If the Seller delivers cash at Closing to Purchaser as provided in the Closing Date Cash Balance and Indebtedness Statement that is less than the Target Cash Balance, the Transaction Consideration will be decreased by the amount of such shortfall, and such shortfall amount shall be deducted from the WEYL Stock Holdback Amount.
Subject to Section 1.6, this Section 1.7 and Section 9.8, the Cash Holdback Amount and the Stock Holdback Amount (collectively, the "Holdback Amount") shall be withheld at Closing by Dearborn from the Merger Payment and the Per Share Merger Consideration otherwise payable to Xxxxxxxx and Xxxxxxx, with 90% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxxx and 10% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxx.
Any Losses to which Parent or Purchaser may be entitled to under this Article 11, shall be deducted from, or reserved against, the WEYL Stock Holdback Amount in reverse order of which such WEYL Stock Holdback Amount are to be released to the Sole Stockholder as set forth in Exhibit 2.3(b).