Working Capital Holdback definition

Working Capital Holdback means an amount determined by the Stockholders’ Representative, in its sole discretion, which shall not be less than $2,000,000, no later than two (2) Business Days prior to the Closing Date to pay amounts payable to the Parent pursuant to Section 2.10(b)(i) hereof, if any.

Working Capital Holdback means the sum of $800,000 withheld by the Buyer until the Final Closing Statement is Delivered and finalized upon written certification by both Buyer and Seller.

Working Capital Holdback as defined in Section 2.7(b)

Examples of Working Capital Holdback in a sentence

• The parties acknowledge that a portion of the Escrow Fund may be used as a source of payment for that amount owing by Sellers to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Stock Purchase Agreement to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.

• The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Company to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Asset Purchase Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.

• The Working Capital Holdback shall be held and disbursed in accordance with Sections 3.2 and 12.6 of this Agreement.

• The Working Capital Holdback shall be used exclusively to satisfy any amounts payable to Purchaser pursuant to Sections 1.6(f) and (g).

• At the Closing, Purchaser shall deliver the Working Capital Holdback Amount and the Indemnity Holdback Amount to the Escrow Agent, each to be held pursuant to the terms and conditions set forth in Section 2.5.

More Definitions of Working Capital Holdback

Working Capital Holdback means $1,000,000.00, representing the amount of Total Merger Consideration to be withheld by Tyler at Closing, subject to Section 3.5. The Consideration Spreadsheet shall set forth the allocation of the Working Capital Holdback among the Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders based upon the allocation of Total Merger Consideration among them.

Working Capital Holdback means zero. “Working Capital Requirement” means zero.

Working Capital Holdback has the meaning specified in Section 5.12(b).

Working Capital Holdback has the meaning set forth in Section 1.3.

Working Capital Holdback means an amount equal to $500,000.

Working Capital Holdback has the meaning set forth in §2(a)(ii).

Working Capital Holdback means $500,000 of the Escrow Amount, which Working Capital Holdback will be released in accordance with §2(g) hereof.