Holdback Shares definition

Holdback Shares has the meaning set forth in Section 2.5(b)(v).

Holdback Shares means, with respect to any given Holder of Allowed GenOn Notes Claims, the shares of New Common Stock that as of the Effective Date are not permitted to be distributed to such Holder because one or more Required Regulatory Approvals are required but have not been obtained. Any such Holder is referred to as a “Holdback Entity”. For the avoidance of doubt, if the Required Regulatory Approvals that are required but have not been obtained for any Holdback Entity relate only to shares of New Common Stock in excess of a specific amount, the Holdback Shares for such Holdback Entity shall be only such excess (i.e., if a portion of the shares can be distributed and a portion cannot, then only the latter portion are Holdback Shares).

Holdback Shares shall have the meaning ascribed thereto in Section 2.5(a).

Examples of Holdback Shares in a sentence

• Within five (5) days after Closing, the Buyer shall deliver or cause to be delivered to the Sellers book entry records and/or stock certificates evidencing the Exchange Consideration, less the Holdback Shares.

• Purchaser shall pay all or a portion of the Holdback Shares in accordance with the terms of this Agreement.

• At the Closing, Purchaser shall deliver the Closing Payment Shares to the Shareholders (in such denominations and proportions as are provided in Schedule A) and shall retain the Holdback Shares (also referred to as the “Exchange Fund”).

• In the event that any Holdback Shares are surrendered back to Purchaser for indemnity obligations, the Holdback Shares so surrendered shall be cancelled by Purchaser.

• As of the Closing Date, Purchaser shall issue an aggregate of six million four hundred thousand (6,400,000) Purchaser Ordinary Shares (comprised of 1,900,000 Class A Purchaser Ordinary Shares and 4,500,000 Class B Purchaser Ordinary Shares as provided herein), which amount represents the sum of (i) the Closing Payment Shares (5,950,000) and (ii) the Holdback Shares (450,000).

More Definitions of Holdback Shares

Holdback Shares means, collectively, the Indemnification Holdback Shares and the Tax Indemnification Holdback Shares (totaling in the aggregate 720,000 shares of Parent Stock otherwise included as Merger Consideration).

Holdback Shares means 12.5% of the Base Stock Consideration as and when issued to Company Members pursuant to this Agreement

Holdback Shares means 66,011 Buyer Ordinary Shares, representing the Holdback Amount divided by the Buyer Share Price.

Holdback Shares is defined in Section 7.4(a).

Holdback Shares means a number of shares of Parent Common Stock equal to (a) the number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time multiplied by (b) ten percent (10%).

Holdback Shares shall have the meaning ascribed to such term in Section 3.1(b).

Holdback Shares is defined in Section 2.8(d).