Examples of Adjustment Holdback Amount in a sentence
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.
As soon as reasonably practicable after the Closing Date, but in no event later than one (1) Business Day following the Closing Date, Acquirer will pay to each Seller by wire transfer of same-day funds the aggregate amount of cash payable to each Seller pursuant to Section 1.3(a)(i) , less (i) such Seller Escrow Amount, and (ii) such Seller Post-Closing Adjustment Holdback Amount.
For the avoidance of doubt, the Sale Adjustment Holdback Excess Amount shall be $0 if, on or prior to June 30, 2019, (x) all of the funds comprising the Adjustment Holdback Amount have been fully and finally resolved and disbursed pursuant to the terms of the APA, and (y) the Debtors have distributed their portion of such funds to the Prepetition Lenders.
The Adjustment Holdback Amount and the Shareholder Representative Amount will be withheld from Danimer shareholders at Closing for the purpose of securing the variances between the Estimated Merger Consideration and the Final Merger Consideration as agreed upon by the Live Oak Representative and the Shareholder Representative, or as determined by their mutually selected accounting firm within the period and through the process set forth in of the Merger Agreement (the “Final Merger Consideration”).
In the event that the aggregate of the Final Working Capital and the Final Net Cash is greater than the Estimated Working Capital and the Estimated Net Cash, then Parent shall distribute the amount of the difference plus the full Adjustment Holdback Amount to the Company Shareholders in accordance with each such Company Shareholder’s Pro Rata Portion of such amount as set forth on the Payment Schedule.