Holdback Stock definition

Holdback Stock means that number of shares of Parent Common Stock equal to Seven Million Five Hundred Thousand Dollars ($7,500,000) divided by the Closing Price.
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Holdback Stock has the meaning given it in Schedule 2.8(c).
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Holdback Stock means Management Stock with respect to which holdback restrictions have not lapsed in accordance with the provisions of Section 2 hereof.
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Examples of Holdback Stock in a sentence

  • Among options available to the Fund, it may be possible to find a single buyer to purchase all outstanding shares of Innotrac.

  • For purposes of this S ection 9.03(g)(1), the value of the Indemnity Holdback Stock Merger Consideration used to satisfy any obligations of the Accredited Company Stockholders to the Parent Indemnitees shall be determined based on the Average Parent Stock Price.

  • The parties hereto acknowledge and agree that the Holdback Stock Consideration shall not be construed so as to change the character of the payments under this Agreement as consideration for the purchase of the Company Shares.

  • Each of the Founders shall execute and deliver: (i) the Lock-Up Agreement, with respect of the Independent Stock Consideration issued to such Founder; and (ii) a Holdback Agreement, with respect to its portion of the Holdback Stock Consideration.

  • The Founders shall contribute Consideration Shares (for the avoidance of doubt, solely on account of the Holdback Stock Consideration) into the Escrow Fund, immediately upon, and subject to, their release and/or acceleration pursuant to the mechanism set forth in the Holdback Agreement, to be held by the Escrow Agent until the expiration of the Escrow Period, as prescribed in the Holdback Agreement.

  • The Holdback Cash Amount and Holdback Stock Amount shall be retained by Buyer and released to Seller, as applicable, pursuant to the terms and subject to the conditions of this Agreement.

  • Demand Media agrees that it will satisfy its obligation to distribute any portion of the Holdback Stock Amount (as defined in the S6 Purchase Agreement) pursuant to the S6 Purchase Agreement following the Distribution Date in the manner contemplated by Section 8.3(c)(ii) (and not Section 8.3(c)(i)) of the S6 Purchase Agreement.

  • With respect to any satisfaction of indemnification claim(s) which are made by transfer of Holdback Stock Consideration or any Purchaser Common Stock, the number of Holdback Stock Consideration or any Purchaser Common Stock to be so transferred to the applicable Indemnified Party shall be calculated based upon the value per share of such Holdback Stock Consideration or any Purchaser Common Stock as of the time of transfer of such shares to the Purchaser Indemnified Party.

  • In order to at least partially satisfy and to establish a procedure for the satisfaction of any post-Closing adjustment to the Initial Purchase Price pursuant to Section 1.8 (to the extent Buyer so elects) and the satisfaction of indemnification claims by the Buyer Indemnitees for indemnification pursuant to Article 9, Buyer shall retain and holdback (a) the Holdback Cash Amount and (b) the Holdback Stock Amount.


More Definitions of Holdback Stock

Holdback Stock means 670,070 shares of Purchaser Common Stock ** **.
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Holdback Stock shall have the meaning set forth in Section 3.1(d).
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Holdback Stock means shares of the Stock Consideration pledged by the Member to the Buyer and held as security for the purposes of the indemnification obligations of the Member set forth in this Agreement and pursuant to the terms of the Indemnity Holdback Pledge Agreement. The number of shares of Stock Consideration to be pledged by the Member shall have an aggregate value of One Million Dollars ($1,000,000), with the per share price being determined based upon the thirty (30) day volume weighted average market price of the common stock of Charge Enterprises, Inc. ending on the last trading day immediately prior to the Closing Date.
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Holdback Stock has the meaning specified in Section 2.6.
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Related to Holdback Stock

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

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Company Stock means the common stock of the Company.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Escrow Cash is defined in Section 4.1(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Class A Stock means the Company's Class A Common Stock, par value $0.01 per share.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Company Shares has the meaning set forth in the Recitals.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Original Shares means ordinary shares with a par value of US$0.0001 each in the capital of the Company;

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Buyer Common Stock means the common stock, $0.01 par value per share, of Buyer.

  • Acquiror Common Stock means the common stock, par value $0.01 per share, of the Acquiror.