Applicable Holdback definition

Applicable Holdback as defined in subsection 2.6(b)(ii).
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Applicable Holdback means an amount of Net Proceeds not in excess of $20,000,000 derived from any Asset Sales occurring since the Original Closing Date that has not been applied toward the prepayment of Loans and the permanent reduction of the Commitments as set forth in clause (iv) of subsection 2.6
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Applicable Holdback means an amount of Net Proceeds not in excess of $20,000,000 derived from any Asset Sales (other than a Final TCAS Sale) occurring since the Original Closing Date that has not been applied toward the prepayment of Loans and the permanent reduction of the Commitments as set forth in clause (iv) of subsection 2.6
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Examples of Applicable Holdback in a sentence

  • Without limiting the generality of the foregoing, Purchaser shall complete all such actions with the NYSE and otherwise take all such actions as may be reasonably necessary for such portion of the Equity Purchase Price, the aggregate Applicable Holdback Amount, and, to the extent applicable, the Defect Escrow, to be approved for listing on the NYSE from and after the time of Closing, subject to official notice of issuance.

  • Purchaser has, and at the Closing will have, sufficient authorized but unissued shares of Purchaser Common Equity to enable it to issue the portion of the Equity Purchase Price as determined pursuant to Section 2.6, the aggregate Applicable Holdback Amount, and, to the extent applicable, the Defect Escrow, in each case, at the Closing.

  • At the Closing, Purchaser shall issue the portion of the Equity Purchase Price as determined pursuant to Section 8.3(l), the aggregate Applicable Holdback Amount, and, to the extent applicable, the Defect Escrow, in accordance with all applicable securities Laws and the rules and policies of the NYSE.

  • Any other payments (including disbursements of the Holdback Cash Consideration), if any, to be made to the Equityholders following the Closing shall be made to the Representative (or a paying agent engaged by the Representative (the “Paying Agent”)) for the benefit of such Equityholders, and shall be paid by the Representative or such Paying Agent to the Equityholders in accordance with their Applicable Holdback Percentages.

  • For a period from the Closing until the fifth anniversary of the Closing, the Company agrees that it will not distribute to any of its partners that portion of the total cash proceeds received by the Company as part of the Purchase Price (the "Cash Proceeds") which is equal to the Applicable Holdback Amount.

  • Upon final payment of the expenses incurred by the Representative, the Representative shall distribute the remaining Expense Fund Amount (if any) to the Paying Agent for further distribution to the Equityholders in proportion to their respective Applicable Holdback Percentages.

  • Subject to the foregoing, any disbursements of the Closing Payment, Deposit, Applicable Holdback Amount or any other amount received hereunder shall be made to the Sellers as previously agreed to amongst the Sellers.

Related to Applicable Holdback

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

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

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

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

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

  • Applicable Par Call Date means with respect to the 2024 Notes, March 2, 2024, and with respect to the 2029 Notes, July 1, 2029.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Applicable Portion means, with respect to any holder of shares of Preferred Stock, a number of shares of Preferred Stock calculated by multiplying the aggregate number of shares of Preferred Stock held by such holder immediately prior to a Qualified Financing by a fraction, the numerator of which is equal to the amount, if positive, by which such holder’s Pro Rata Amount exceeds the number of Offered Securities actually purchased by such holder in such Qualified Financing, and the denominator of which is equal to such holder’s Pro Rata Amount.

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Working Capital Escrow Amount means $2,000,000.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Declined Amount as defined in Section 2.12(e).

  • Allocable Excess Proceeds will mean the product of:

  • Applicable Investor means each holder of a beneficial interest in any Series 2023-A Note that is an “institutional investor” as defined in each of the EU Securitization Regulation and the UK Securitization Regulation and to which the EU Securitization Regulation or the UK Securitization Regulation applies.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.