Additional Holdback definition

Additional Holdback has the meaning set forth in Section 6.1(b).
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Additional Holdback has the meaning set forth in Section 5.14. “Affiliate” means, with respect to any specified Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first person. “Agreement” has the meaning set forth in the introductory paragraph hereof. “Allocation Schedule” has the meaning set forth in Section 8.2(c). “Applicable Accounting Principles” means GAAP applied on a consistent basis. “Assets” means the Leased Real Property, machines, furniture, computer hardware, Intellectual Property, Computer Software, Technology, Contracts, office furnishings and other tangible personal property which are owned or used in the Company Business. Assets shall not include the art work at the Leased Real Property set forth in Section 1.1 of the Seller Disclosure Schedule, which art work shall be retained and owned by Seller, Xxxxxx Xxxxxxxx. “Base Consideration” means an amount equal to $25 million. “BCGS” has the meaning set forth in the Recitals hereof. “BCGS Financial Statements” has the meaning set forth in Section 3.5(a). “BCGS Shares” has the meaning set forth in Section 3.2(b). “Benefit Plans” means each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), “employee plan” (as defined in Section 3(3) of ERISA, and each stock option or other equity based, employment or other contract for personal services, bonus, incentive or deferred compensation, welfare, life, medical, or dental benefits, retention, change-in-control, restrictive covenant, Tax gross-up, severance, paid leave, vacation, fringe, or other benefit, compensation plan, program, policy, arrangement or agreement, whether or not subject to ERISA and whether or not written, (a) that is sponsored, maintained, or contributed to by the Company or any of its Affiliates, (b) with respect to which the Company or any of its Affiliates otherwise has any obligation or liability -2- 40733748.21
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Examples of Additional Holdback in a sentence

  • Once released from the Holdback Fund, shares of Acquiror Common Stock shall cease to be Holdback Shares and Additional Holdback Shares.

  • No Holdback Shares or Additional Holdback Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by any New Core Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such shareholder, prior to the delivery to such New Core Holder of his pro rata portion of the Holdback Fund by the Holdback Representative as provided herein.

  • The Target Shareholder shall have executed and delivered to the Holdback Agent such executed stock powers, powers or attorney, letters of instruction necessary or appropriate to enable the Holdback Agent to effect releases, forfeitures, cancellations and any other transfers of Holdback Shares and Additional Holdback Shares in accordance with the terms of Section 8.

  • No Holdback Shares or Additional Holdback Shares or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by Target Shareholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability.

  • Any Holdback Shares and Additional Holdback Shares held as a result of clause (B) shall be released to the Target Shareholder or released to Acquiror (as appropriate) promptly upon resolution of each specific indemnification claim involved.

  • Except for Additional Holdback Shares, which shall be treated as Holdback Shares pursuant to Section 8.1(a) hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Holdback Shares will be delivered to the Target Shareholder.

  • Except for Additional Holdback Shares, which shall be treated the same as Holdback Shares and held by the Holdback Agent in the Holdback Fund, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Holdback Shares or any Additional Holdback Shares will be delivered to the Shareholders’ Representative on behalf of the New Core Holders.

  • The Holdback Shares shall be registered in the name of the Target Shareholder, and shall be held by the Acquiror, in its capacity as Holdback Agent, such shares and any Additional Holdback Shares to constitute the Holdback Fund and to be governed by the terms set forth herein.

  • In the event Acquiror issues any Additional Holdback Shares, such shares will be issued in the name of the Target Shareholder and held by the Holdback Agent in the same manner as the Holdback Shares delivered at the Closing.

  • In the event RDSI issues any Additional Holdback Shares, such shares will be issued in the name of the Shareholders’ Representative and delivered to and held by the Holdback Agent in the Holdback Fund in the same manner as the Holdback Shares.

Related to Additional Holdback

  • Additional Holder shall have the meaning given in Section 5.10.

  • Original Holder shall have the meaning given in the Recitals.

  • Transitional housing means buildings configured as rental housing developments, but operated under program requirements that require the termination of assistance and recirculating of the assisted unit to another eligible program recipient at a predetermined future point in time that shall be no less than six months from the beginning of the assistance.

  • Institutional Holder means any insurance company, bank, savings and loan association, trust company, investment company, charitable foundation, employee benefit plan (as defined in ERISA) or other institutional investor or financial institution.

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

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

  • 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.

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

  • Additional Units means such Units (as defined herein) as are issued in respect of Additional Securities."

  • Additional Fee means a fee, in addition to the licence fee, imposed by the municipality on a business at any time during the term of the licence for costs incurred by the municipality attributable to the activities of the business;

  • 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.

  • Replacement unit means a landfill, surface impoundment, or waste pile unit from which all or substantially all of the waste is removed, and which is subsequently reused to treat, store, or dispose of hazardous waste. Replacement unit does not include a unit from which waste is removed during closure, if the subsequent reuse solely involves the disposal of waste from that unit and other closing units or corrective action areas at the facility, in accordance with a closure or corrective action plan approved by USEPA or the Agency.

  • GP Unit means a Partnership Unit which is designated as a GP Unit of the Partnership.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Additional Fees means, where applicable, those fees and charges for the Additional Goods/Services and additional costs and levies required from time to time and notified to you in advance, to provide adequately for the education and related activities and services provided to your Child/the Student, including but not limited to the costs of extra-curricular activities or special educational needs.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

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

  • Additional Book Basis means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive adjustments made to such Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional Book Basis:

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Additional Capital Contribution has the meaning set forth in Section 3.02.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Additional Servicing Fee means, for any Collection Period, if a successor Servicer has been appointed pursuant to Section 8.2 of the Sale and Servicing Agreement, the amount, if any, by which (i) the compensation payable to such successor Servicer for such Collection Period exceeds (ii) the Monthly Servicing Fee for such Collection Period.

  • Additional Payment has the meaning given in clause 11.1 (Right to repay the Facility early).