Holdback Consideration. Notwithstanding the foregoing provisions of this Section 1.7, in lieu of delivering all of the Merger Consideration to the Holders of Company Common Stock in accordance with Section 2.2, Parent and Company agree that the Holdback Consideration shall be deposited into escrow and distributed in accordance with Section 2.3 and Article IX hereof.
Holdback Consideration. The definition of “Holdback Consideration” set forth on Exhibit A attached to the Agreement is hereby deleted in its entirety and amended and restated to read in full as set forth below:
Holdback Consideration. 16 2.11 Earnout.............................................................17 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT.............18
Holdback Consideration. (a) If, and only if, on or before the day that is sixty (60) days following the Closing Date, the Equity Trigger has been satisfied, SVT, on behalf of itself or Buyer, shall deliver to Parent within ten (10) days of satisfaction of the Equity Trigger a certificate evidencing 567,075 shares of SVT Ordinary Shares, registered in the name of Parent.
Holdback Consideration. (a) Subject to Section 2.03(b), at Closing, where the Actual Booked Revenue is less than the Target Booked Revenue, the Purchaser shall be entitled to holdback an amount equivalent to the shortfall on a pro-rata basis of both the Cash Consideration and Share Consideration, until 16 May 2021, to be calculated as follows:
Holdback Consideration. The Acquirer, the Company and the Holdback Participant hereby agree to the terms set forth on Schedule 1.6.
Holdback Consideration. (a) At the Closing, Parent shall withhold the Cash Holdback Amount and the Stock Holdback Amount from the Closing Merger Consideration (the “Holdback Consideration”) in order to (i) fund any reduction in the Aggregate Merger Consideration resulting from a negative Adjustment Amount, if applicable, and (ii) serve as security for any Indemnity Payment. The Cash Holdback Amount shall accrue interest at a rate of prime per annum until distributed in accordance with this Section 6.9.
Holdback Consideration. An aggregate of 975,609 Purchaser Shares issuable to the Company Shareholders pursuant to the Amalgamation forming part of the Consideration (the “Holdback Consideration”) shall be held back by the Purchaser and shall be released to the Purchaser and/or the Company Shareholders as provided for in Section 3.05(a)(ii).
Holdback Consideration. Within ten (10) business days of the final determination of the Closing Adjustment pursuant to Section 2.05(b), Acquiror shall pay to the former holders of Company Common Stock, the Holdback consideration LESS the Closing Adjustment, if any.
Holdback Consideration. (a) At the Closing, the Parent shall withhold Six Million Nine Hundred Thousand Dollars ($6,900,000) of the Purchase Price (the “Holdback Consideration”) in order to (i) fund any reduction in the Merger Consideration resulting from a negative Adjustment Amount, if applicable, and (ii) serve as security for any Indemnity Payment.
