Consideration Holdback Amount definition

Consideration Holdback Amount means a total of $19,220,960, consisting of $9,485,464 aggregate purchase price amount (and $24,265,101 aggregate face amount) of GAP Sub Notes and $9,735,496 of cash.
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Consideration Holdback Amount means, with respect to any Consideration Holdback Employee, the lesser of (i) a number of shares of Parent Common Stock equal to the quotient obtained by dividing (i) twenty percent (20%) of the aggregate value of Merger Consideration such Consideration Holdback Employee (before any deductions or withholdings) is entitled to receive pursuant to Section 1.6(b) (with each share of Parent Common Stock being valued at the Parent Trading Price) by (ii) the Parent Trading Price, rounded down to the nearest whole share or (ii) the aggregate number of shares of Parent Common Stock that such Consideration Holdback Employee (before any deductions or withholdings) is entitled to receive pursuant to Section 1.6(b).
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Consideration Holdback Amount means a total of $19,220,963.20, consisting of GAP Sub Notes having a $49,169,828.75 aggregate face amount and purchased for an aggregate purchase price of $19,220,963.20. The Consideration Holdback Amount shall be allocated pro rata among the GAP Purchasers calculated based on the allocations set forth on Schedule 2.2 to the Purchase Agreement."
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Examples of Consideration Holdback Amount in a sentence

  • The Surviving Company shall be entitled to withhold from the Additional Consideration and the Adjusted Earn-Out Amount the Additional Consideration Holdback Amount and the Earn-Out Holdback Amount, respectively, for use in connection with the Securityholders’ obligations pursuant to Article X and Sections 8.03 and 8.04 in respect of claims for indemnification for which an Indemnification Notice has been delivered prior to the payment of the Additional Consideration.

  • If for any reason the Board Representative resigns from, or is removed from, or otherwise departs from Buyer’s board of directors, Seller shall have the right to designate a Person to fill any vacancy created by any such resignation, removal or other departure, so long as Seller continues to hold at least 50% of the Stock Consideration (excluding any shares of Buyer Common Stock withheld as part of the Stock Consideration Holdback Amount).

  • Claims for Damages against the Contingent Consideration Holdback Amount shall be made in accordance with Section 2.7 hereof.

  • Thereafter, for so long as Seller continues to hold at least 50% of the Stock Consideration (excluding any shares of Buyer Common Stock withheld as part of the Stock Consideration Holdback Amount), Seller shall continue to have the right to nominate a member of Buyer’s board of directors.

  • Parent hereby agrees that it shall first seek a remedy for any Losses subject to indemnification by a given Galaxy Stockholder hereunder by first retaining Parent Shares (with the value of such Parent Shares determined with reference to the Parent Average Trading Price) held in the Consideration Holdback Amount, to the extent of the amount then held in the Consideration Holdback Amount with respect to such Galaxy Stockholder.

  • Following depletion of the Holdback Amount, claims for Damages shall be made against those shares of Magma Common Stock that comprise the Contingent Consideration Holdback Amount first against Vested Magma Shares and following the depletion thereof, then against Unvested Magma Shares that comprise the Contingent Consideration Holdback Amount (subject to the limitations set forth in Section 9.3 hereof).

  • The Parent Share Price shall equal an amount such that value of the aggregate Parent Shares to be received by the Holders of Galaxy Shares under this Agreement in respect of their Holder Shares (excluding the value of Parent Shares that constitute the Consideration Holdback Amount) is not less than forty percent (40%) of the Aggregate Consideration (determined in a manner consistent with Section 2.3(f)).

  • For purposes of calculating the number of shares of the Stock Consideration Holdback Amount, if any, due to Seller pursuant to this Section1.3(a)the total number of shares of Buyer Common Stock to be issued to Seller shall be rounded down to the nearest whole number.

  • Each Effective Time Company Shareholder’s Pro Rata Share of the Contingent Consideration Holdback Amount (to the extent that such Contingent Consideration Holdback Amount consists of Magma Common Stock) shall be comprised of both Vested Magma Shares and Unvested Magma Shares, if applicable, in proportion to the number of shares that are vested Company Shares and Unvested Company Shares as of the date of the Contingent Payment.

  • At the Closing, Buyer shall pay Seller the Stock Consideration (minus the Stock Consideration Holdback Amount) in the form of duly authorized and validly issued unregistered shares of Buyer Common Stock calculated on the basis of the Average Trading Price.


More Definitions of Consideration Holdback Amount

Consideration Holdback Amount means 1,375,000 Parent Shares, to be held by Parent as security for any payment obligations of the Galaxy Stockholders pursuant to this Agreement, whether in connection with the indemnification obligation pursuant to Article VIII or otherwise, and which holdback shall be retained by Parent and released to Galaxy Stockholders in accordance with their respective Percentage Interests (but subject to Sections 2.4(g) and 8.7(b) hereof) on the 18 month anniversary of Closing.
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Related to Consideration Holdback Amount

  • Holdback Amount has the meaning set forth in Section 2.06(a).

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

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

  • Indemnity Escrow Amount means $5,000,000.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Non-Cash Consideration means consideration in a form other than cash.

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

  • 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.

  • 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.

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

  • 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.

  • Adjustment Escrow Amount means $1,000,000.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Working Capital Escrow Amount means $500,000.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.