Examples of Holdback Amount in a sentence
The Holdback Amount will be held by the Stockholders’ Representative for its benefit as security for its obligations on behalf of the Stockholders under this Agreement, including under Article XI.
At Closing, Parent shall cause the Holdback Amount to be delivered to the Stockholders’ Representative by wire transfer of immediately available funds to the account(s) designated in writing by the Stockholders’ Representative.
For all applicable Tax purposes, the Holdback Amount will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing.
Any portions of the Escrow Fund and Holdback Amount that are released to the Stockholders or the Paying Agent on behalf of the Stockholders or the Surviving Corporation in accordance with the terms of this Agreement and the Ancillary Agreements shall constitute Merger Consideration for purposes of Section 2.4 and Section 2.5 and will be paid to the Stockholders in accordance with each Stockholder’s Pro Rata Portion.
The Stockholders will not receive any interest or earnings on the Holdback Amount and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings.