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. (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.
(b) Parent shall pay the Holdback Consideration in accordance with the following:
(i) On the next business day after the twelve (12) month anniversary of the Effective Time (the “First Release Date”), subject to the terms of this Agreement, Parent shall (A) pay each Non-Qualified Shareholder that has surrendered Certificates for cancellation and has received therefor the Common Stock Closing Consideration in accordance with the terms of this Agreement, cash equal to his or her NQSH Pro Rata portion of an amount equal to fifty percent (50%) of the sum of the Cash Holdback Amount less (a) the Cash Holdback Consideration Percentage of any Indemnity Payments resolved prior to the First Release Date and (b) the Cash Holdback Consideration Percentage of any Unresolved Amount pursuant to Section 6.9(e) and (B) issue to each Qualified Shareholder that has surrendered Certificates for cancellation and has received therefor the Common Stock Closing Consideration in accordance with the terms of this Agreement, the number of shares of Kratos Common Stock equal to (1) his or her QSH Pro Rata portion of an amount equal to fifty percent (50%) of the sum of the Stock Holdback Amount less (a) the Stock Holdback Consideration Percentage of any Indemnity Payments resolved prior to the First Release Date and (b) the Stock Holdback Consideration Percentage of any Unresolved Amount pursuant to Section 6.9(e), divided by (2) the Kratos Stock Price.
(ii) On the next business day after the twenty-one (21) month anniversary of the Effective Time (the “Final Release Date”), subject to the terms of this Agreement, Parent shall (A) pay each Non-Qualified Shareholder that has surrendered Certificates for cancellation and has received therefor the Common Stock Closing Consideration in accordance with the terms of this Agreement, cash equal to his or her NQSH Pro Rata portion of the remaining amount of the Cash Holdback Amount less the Cash Holdback Consideration Percentage of any Unresolved Amount pursuant to Se...
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.
(b) Parent shall pay the Holdback Consideration in accordance with the following:
(i) On the next business day after the 6-month anniversary of the Effective Time (the “First Release Date”), subject to the terms of this Agreement, Parent shall pay each Previous Equityholder that has surrendered Certificates for cancellation and has received therefor the Common Stock Closing Consideration or Option Closing Consideration, as the case may be, in accordance with the terms of this Agreement, his or her pro-rata portion of an amount equal to fifty percent (50%) of the sum of the Holdback Consideration less (a) any Indemnity Payments resolved prior to the First Release Date; (b) any Unresolved Amount pursuant to Section 5.9(f); and (c) if the First Release Date precedes the GOE Contract Resolution Date, $2,000,000 (the “GOE Amount”)(collectively, the “First Release Payment Amount”), together with interest on such First Release Payment Amount accrued from the Effective Time at a rate of 5% per annum, compounded quarterly; provided, however, that under no circumstances shall the amount of Holdback Consideration remaining after the payment of the First Release Payment Amount (together with interest thereon as provided in this Section 5.9(b)(i)) be less than $1,725,000 (the “Base Amount”) and any payment pursuant to this Section 5.9(b)(i) shall be reduced, as necessary, such that the remaining amount of Holdback Consideration following such payment is equal to or greater than the Base Amount.
(ii) On the next business day after the 12-month anniversary of the Effective Time (the “Second Release Date”), subject to the terms of this Agreement, Parent shall pay each Previous Equityholder that has surrendered Certificates for cancellation and has received therefor the Common Stock Closing Consideration or Option Closing Consideration, as the case may be, in accordance with the terms of this Agreement, his or her pro-rata portion of an amount equal to fifty percent (50%) of the sum of the remaining amount of the Holdback Consideration less (a) any Indemnity Payments resolved prior to the Second Release Date (excluding for purposes of this calculat...
Holdback Consideration. An aggregate of 6,544,840 Consideration Shares issuable to the Company Shareholders pursuant to the Arrangement forming part of the Consideration (the “Holdback Consideration”) shall not be issued as at the time of the Effective Time and shall be issued and released to the Acquiror and/or the Company Shareholders as provided for in Section 3.3(a).
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. Within ten (10) business days after the final determination of the Closing Adjustment, the Accounts Payable Adjustment and the Tax Adjustment pursuant to Section 1.04(b), Acquiror shall pay to the Company Stockholders, the Holdback Consideration plus or minus, as the case may be, the Closing Adjustment, if any, and minus the Accounts Payable Adjustment and the Tax Adjustment, if any.
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. 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. 16 2.11 Earnout.............................................................17 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT.............18
Holdback Consideration. The Acquirer, the Company and the Holdback Participant hereby agree to the terms set forth on Schedule 1.6.
