Holdback Merger Consideration definition

Holdback Merger Consideration shall have the meaning assigned to such term in Section 2.8(b) of the Purchase Agreement.
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Holdback Merger Consideration means $500,000.00.
Sample 1
Holdback Merger Consideration means the sum of (A) the Cash Holdback Merger Consideration, and (B) the Stock Holdback Merger Consideration; and (iv) “Per Share Holdback Consideration”, shall mean (A) the dollar amount obtained by dividing (x) the remaining Cash Holdback Merger Consideration by (y) the Company Shares Outstanding, and (B) the number of shares of Parent Stock obtained by dividing (x) the remaining Stock Holdback Merger Consideration by (y) the Company Shares Outstanding.
Sample 1

Examples of Holdback Merger Consideration in a sentence

  • The release of amounts from the Holdback Merger Consideration shall be the Parent Indemnitee’s sole recourse for all Damages, subject to the limitations set forth in this Article 5 and the provisions of Article 6.

  • Subject to the terms and conditions herein, each Shareholder shall be entitled to receive from the Shareholders’ Representative, on behalf of Parent, as promptly as practicable following the Holdback Release Date and if applicable, such later date as all Claims are finally resolved, such Shareholder’s portion of the remaining Holdback Merger Consideration set forth on the Capitalization Certificate.

  • In the event that the Stockholder Representative has consented to any such settlement, the Stockholder Representative shall have no power or authority to object under this Article 7 to the amount of any claim by Acquirer against the Holdback Merger Consideration or Special Holdback Amount, as applicable, for indemnity with respect to such settlement.

  • The expense of such filings shall be paid by the Shareholders by way of prompt offset/reimbursement out of the Holdback Merger Consideration.

  • Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the right to receive the portion of the Closing Merger Consideration, Holdback Merger Consideration, Special Holdback Amount and Expense Fund Amount which shall be issued for such Company Common Stock.

  • To the extent required by Section 3.2.(d), Parent shall deposit, or cause to be deposited, with the Exchange Agent the Holdback Merger Consideration consisting of ADRs representing ADSs, for the benefit of holders of Shares (other than Dissenting Shares).

  • Acquirer shall be entitled to rely on any such memorandum and shall retain a portion of the Holdback Merger Consideration or Special Holdback Amount, as applicable, in accordance with the terms thereof and such amount shall no longer be payable to the Effective Time Holders.

  • Any portion of the Holdback Merger Consideration held by Acquirer with respect to any pending but unresolved indemnification claims shall be released to the Effective Time Holders or released to, or permitted to be retained by, Acquirer (as appropriate) promptly upon resolution of each specific indemnification claim involved.

  • Parent shall be entitled to withhold the stated amount of any Claim pending resolution of the Claim from the remaining Holdback Merger Consideration.

  • The cash held as part of the Holdback Merger Consideration shall be released to the respective Effective Time Holders in proportion to their respective Pro Rata Share.


More Definitions of Holdback Merger Consideration

Holdback Merger Consideration means with respect to each share of Company Capital Stock the number of shares of Parent Series B Preferred Stock representing the pro rata portion of the Aggregate Holdback Share Amount to be delivered with respect to such share of Company Capital Stock in accordance with Article 6.
Sample 1
Holdback Merger Consideration shall have the meaning set forth in Section 2.8(b).
Sample 1

Related to Holdback Merger Consideration

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Base Merger Consideration means $1,200,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

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

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

  • 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.

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

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

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

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • 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.

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

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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