Holdback Consideration Amount definition

Holdback Consideration Amount means, with respect to each Key Employee, an amount in cash equal to such Person’s Holdback Consideration (as such term is defined in such Person’s Holdback Agreement), as may be reduced in accordance with the terms of such Person’s Holdback Agreement.
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Holdback Consideration Amount means an amount equal to the 1st Anniversary Holdback Amount plus the 2nd Anniversary Holdback Amount.
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Holdback Consideration Amount means an amount equal to the Holdback Consideration Cash Amount and the Holdback Consideration Shares Amount.
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Examples of Holdback Consideration Amount in a sentence

  • The parties intend that any Holdback Consideration Amount (other than any Holdback Consideration Amount attributable to any Vested Company Options) that is paid to any Key Employee shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local Law, as appropriate, unless otherwise required pursuant to a final non-appealable, determination of an applicable Governmental Entity.

  • The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated.B. If the corporation does not have members, all the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws.

  • This Agreement shall terminate on the date on which the portion of the Holdback Consideration Amount to which the Investors are entitled under the terms of the Asset Purchase Agreement is paid in full if no shares of Common Stock are issued in payment of any portion of the Holdback Consideration Amount.

  • Notwithstanding anything in this Agreement to the contrary, at the Closing, Buyer will retain the Holdback Consideration Amount from the aggregate Total Closing Consideration payable to each Key Employee in respect of such Person’s Company Shares (excluding shares of Company Restricted Stock) and Vested Company Options, if any, pursuant to the terms set forth in the applicable Holdback Agreement and, as it relates to Vested Company Options, on an after-Tax basis.

  • I have been wor- ried for some time about the consequences of such falsification on the future of our field of studies.For example, I worry about the fact that, in the Anglo-North-American sphere of popular music studies at least, some music is studied a lot, other music less so, or not at all.

  • Notwithstanding anything in this Agreement to the contrary, at the Closing, Buyer will retain the Holdback Consideration Amount from the aggregate Total Closing Consideration payable to each Key Employee in respect of such Person’s Company Shares and/or Vested Company Options pursuant to the terms set forth in the applicable Holdback Agreement.

  • Vogelbaum MA, Jost S, Aghi MK, Heimberger AB, Sampson JH, Wen PY, et al.


More Definitions of Holdback Consideration Amount

Holdback Consideration Amount means $8,000,000.00.
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Related to Holdback Consideration Amount

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

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

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).