Examples of Adjustment Holdback Amount in a sentence
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.
At the Closing, the parties hereto shall enter into the Escrow Agreement, pursuant to which Buyer shall deliver to the Escrow Agent on behalf of the applicable Sellers (at the applicable times described herein and therein) each of the Expense Fund, Individual Non-Founder Seller Closing Amount, Individual Founder Seller Closing Stock Amount, Individual Founder Seller Closing Cash Amount, Post-Closing Adjustment Holdback Amount and Indemnity Holdback Amount.
If the Negative Adjustment Shares is less than the Adjustment Holdback Shares, then the Exchange Agent will disburse such remaining portion of the Adjustment Holdback Amount to the holders of Danimer Common Stock in accordance with the Merger Agreement.
The Adjustment Holdback Amount shall be deducted and held back from the Lock-up Initial Stock Consideration, and the Adjustment Holdback Amount shall be allocated among the applicable Effective Time Holders based on the Holdback Percentage.
Any such upward or downward adjustment in respect of the Final Net Working Capital will be reflected in the calculation of the Post-Closing Adjustment Holdback Amount to be distributed to the Sellers, each in accordance with its respective Non-Founder Seller Pro-Rata Share or Founder Seller Pro-Rata Share, as applicable, after the Closing pursuant to Sections 1.2(b) and (c).