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 $8,000,000.00.
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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

  • Each Key Employee shall be entitled to receive the Holdback Consideration Amount payable to such Key Employee in accordance with the terms set forth in such Key Employee’s Holdback Agreement.

  • 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.

  • 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.

  • Unless amounts due under Section 2.6(h) are added to or retained from the Holdback Consideration Amount, final amounts due under Section 2.6(h) shall be paid no later than five (5) business days following Buyer’s agreement with the Company’s calculation of the Working Capital, or in the event of a disagreement, following the resolution of such disagreement by written agreement of Buyer and the Company, or the determination of the Arbitrator pursuant to Section 2.6(f) above.

  • The allocation of the Holdback Consideration Amount, to the extent the Seller Parties are entitled to receive any such amount, shall be as directed in writing by the Seller Parties.

  • 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 and/or Vested Company Options pursuant to the terms set forth in the applicable Holdback Agreement.

  • Each Founder and Key Executive shall be entitled to receive the Holdback Consideration Amount payable to such Founder or Key Executive in accordance with the terms set forth in such Founder or Key Executive’s Holdback Agreement.

  • If the Software License Fees determined pursuant to Section 2.6(f) are more than the Software License Holdback Amount, then the Seller Parties shall pay to the Buyer the amount of such excess in accordance with Section 2.6(i) below or, at Buyer’s election, Buyer may retain a portion of the Holdback Consideration Amount equal to such excess 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 Founder and Key Executive in respect of such Person’s Company Shares pursuant to the terms set forth in the applicable Holdback Agreement.


More Definitions of Holdback Consideration Amount

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. “Holdback Consideration Cash Amount” means the sum of the 1st Anniversary Holdback Cash Amount and the 2nd Anniversary Holdback Cash Amount. “Holdback Consideration Shares Amount” means an amount equal to 1st Anniversary Holdback Shares Amount and the 2nd Anniversary Holdback Shares Amount. “Holdback Consideration Pro Rata Portion” means, with respect to any TopCo Seller who is allocated Holdback Consideration, the percentage set forth opposite such TopCo Seller’s name on the Payment Spreadsheet, which has been determined by dividing (i) the portion of the Holdback Consideration Amount paid or payable to such TopCo Seller, by (ii) the aggregate Holdback Consideration Amount paid or payable to all of the TopCo Sellers. “Holdback Shares Pro Rata Portion” means, with respect to any TopCo Seller to whom any Holdback Consideration Shares Amount is allocated, the percentage set forth opposite such TopCo Seller’s name on the Payment Spreadsheet, which has been determined by dividing (i) the portion of the Holdback Consideration Shares Amount paid or payable to such TopCo Seller, by (ii) the aggregate Holdback Consideration Shares Amount paid or payable to all of the TopCo Sellers. “Indebtedness” means, with respect to TopCo, without duplication, (a) all indebtedness (including the principal amount thereof or, if applicable, the accreted amount thereof and the amount of accrued and unpaid interest thereon) of TopCo, whether or not represented by bonds, debentures, notes or other securities, for the repayment of money borrowed, whether owing to banks, financial institutions, on equipment leases or otherwise; (b) all deferred indebtedness of TopCo for the payment of the purchase price of property or assets purchased; (
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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 has the meaning set forth in Section 2.08(a)(i).

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

  • Earnout Consideration has the meaning specified in Section 2.05(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).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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 has the meaning specified in Section 1.5.

  • 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 provided in Section 2.9(b).

  • 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.