Adjustment Holdback definition

Adjustment Holdback has the meaning ascribed thereto in Section 2.5.1(b);

Adjustment Holdback means $10,500,000.

Adjustment Holdback means Five Hundred Thousand Dollars ($500,000.00 USD) of the Cash Payment.

Examples of Adjustment Holdback in a sentence

• Upon determination by such independent accounting firm (or sooner agreement of the Merger Consideration by the parties), ATC shall deliver to the TCT Members, as their interests may appear, the amount of the Adjustment Holdback, if any, to which they are entitled, together with interest on the cash portion thereof at the rate of ten percent (10%) per annum.

• If the Over Payment exceeds the Adjustment Holdback, then the Vendors shall, in accordance with their Designated Percentage, within [**] following the final determination, make payment by wire transfer to the Purchaser in immediately available funds of such excess.

• On the Closing Date, upon payment of the Estimated Cash Payment (less the Indemnity Holdback and the Adjustment Holdback) and delivery of the Equity Consideration in accordance with Section 1.4(a) and Section 1.4(b), the Target Securities of such Seller will be acquired by Buyer free and clear of all Liens, and Buyer will have good, valid and marketable title to the Target Securities of such Seller.

• At the Closing, as provided in Section 2(b)(vi) hereof, Buyer shall deliver, by wire transfer of immediately available funds the Adjustment Holdback Amount to the Escrow Agent for deposit into an escrow account (the “Adjustment Holdback Account”) established pursuant to the terms of the Escrow Agreement.

• The Adjustment Holdback represents a source of payment in the event Parent is entitled to payment pursuant to Section 4.8 of the Merger Agreement.

More Definitions of Adjustment Holdback

Adjustment Holdback means an amount equal to $200,000 remitted to the Escrow Agent in accordance with the Escrow Agreement.

Adjustment Holdback means [***] of the Cash Payment.

Adjustment Holdback means an amount equal to $[***], which shall be held back from payment of the Closing Payment by the Parent at the Closing to be used towards satisfaction of any adjustment required pursuant to Section 3.5.

Adjustment Holdback means $100,000.

Adjustment Holdback means the amount of $7,500,000. - 1 -

Adjustment Holdback means $500,000.

Adjustment Holdback shall have the meaning given to it in Section 3.4. adverse, adversely, when used alone or in conjunction with other terms (including without limitation "affect," "change" and "effect") shall mean any Event which is reasonably likely, in the reasonable business judgment of the relevant party, to be expected to (a) adversely affect the validity or enforceability of this Agreement or the likelihood of consummation of the Merger, or (b) adversely affect the business, operations, management, or properties, or the financial condition, or results of operation of the TCT Assets or the TCT Business or ATC and its Subsidiaries, taken as a whole, as applicable, or (c) impair such party's ability to fulfill its obligations under the terms of this Agreement, or (d) adversely affect the aggregate rights and remedies of such party under this Agreement. Notwithstanding the foregoing, and anything in this Agreement to the contrary notwithstanding, the following events shall not be deemed to constitute such a change, affect or effect: (i) changes in the financial markets or general economic conditions and Events affecting the communications sites industry generally, including without limitation conditions or changes which affect the prevailing interest rates available to businesses involved in the communications sites industry or which affect the prevailing resale valuation or the method of determining such valuations of the businesses involved in the communications sites industry, and (ii) the resignation or retirement of any TCT employee or group of TCT employees because of the execution and delivery of this Agreement.