Total Holdback Amount definition

Total Holdback Amount means the aggregate amount of the Holdback Amounts for all Holdback Clients; (iv) “Qualified Consent” shall mean, for any Holdback Client, a written consent of such Holdback Client to the assignment of each of the applicable Client Contract(s) associated with such Holdback Client to the applicable Purchaser, in form and substance reasonably satisfactory to the Purchasers (it being understood that a Qualified Consent shall be effective only with respect to Client Contract(s) that are or become in full force and effect as of the date of assignment to the applicable Purchaser); (v) “Qualified New Contract” shall mean, for any Holdback Client, a new contract between the applicable Purchaser, on the one hand, and such Holdback Client, on the other hand, for a scope of services of the Business that is substantially similar to (or greater than) the scope of services for such Holdback Client prior to the Closing Date, is for a minimum term of twelve (12) months from the date of such new contract and is otherwise in form and substance reasonably satisfactory to the Purchasers, but such new contract shall be deemed a “Qualified New Contract” if, and only if, (A) such new contract was not the result of a competitive bidding process (other than a competitive bidding process that the Companies establish was required by the Holdback Client primarily as a result of the transactions contemplated by this Agreement) and (B) the services of the Business provided to such Holdback Client have not been suspended, cancelled, terminated or otherwise materially and adversely altered by the Holdback Client at any time between the Closing Date and the execution and delivery of such new contract); and (vi) “Qualified Transfer” shall mean, for any Holdback Client, either (A) a Qualified Consent having been obtained and delivered to the Purchasers or (B) a Qualified New Contract having been executed and delivered by all applicable parties. A “Qualified New Contract” shall also be deemed to include, for any Holdback Client, an amendment or supplement to an existing contract between the applicable Purchaser, on the one hand, and such Holdback Client, on the other hand, which amendment or supplement expands the services provided under such existing contract to cover a scope of services of the Business that is substantially similar to (or greater than) the scope of services for such Holdback Client prior to the Closing Date and is otherwise in form and substance reasonably satisfactory to ...
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Total Holdback Amount means an amount equal to $7,455,000, comprised of the Stock Component and cash.
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Total Holdback Amount means $2,325,000 of the Aggregate Common Stock Consideration Amount.
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Examples of Total Holdback Amount in a sentence

  • In addition, the Participant will receive the Total Holdback Amount (10% of Design Incentive and Retrofit Incentive the Participant is eligible to) in accordance with the Holdback provision in Section 4.13 of the Agreement.

  • On the Closing Date, the Purchasers shall pay or cause to be paid to the Companies an amount equal to (i) ELEVEN MILLION DOLLARS ($11,000,000) less (ii) the Total Holdback Amount.

  • At such time as 75% of the Conversion Shares have been issued upon conversion of the Notes, if the Company is not in breach of any of the Transaction Documents, all remaining funds of the Total Holdback Amount, if any, shall be released to the Company in accordance with the Closing Escrow Agreement.


More Definitions of Total Holdback Amount

Total Holdback Amount means the aggregate amount of the Holdback Amounts for all Holdback Contracts.
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Total Holdback Amount means an amount equal to $7,455,000, comprised of the Stock Holdback and the Cash Holdback.
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Total Holdback Amount means an amount equal to $922,100.
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Total Holdback Amount has the meaning set forth in Section 4.12.
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Total Holdback Amount means the Total Cash Holdback Amount, plus the Total Stock Holdback Amount. “Total Stock Holdback Amount” means the number of shares of Parent Class A Common Stock equal to USD $2 million based on a valuation of such Parent Class A Common Stock pursuant to the 30-Day VWAP. “Transaction Agreements” means this Agreement, the VTB Note, the Security Agreement (as defined in the VTB Note) and any other agreement, instrument, certificate or document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby. “Transfer Tax” means any sales, use, value-added, gross receipts, excise, registration, stamp duty, transfer or other similar Taxes payable in connection with the transaction contemplated by this Agreement. “Treasury Regulations” means U.S. Treasury regulations promulgated under the Code. “VTB Note” means the secured non-negotiable promissory note in the principal sum of $6,000,000, issued by Acquiror to Seller on the date hereof. “VTB Note Principal Amount” means USD $6,000,000.
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Related to Total Holdback Amount

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

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

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

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

  • Indemnity Escrow Amount means $5,000,000.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.