Holdback Units definition

Holdback Units means, at any time, the Holdback Equity Consideration transferred to the Holdback Account in accordance with Section 2.4(f)(iii)(A), less any ETP Common Units delivered to satisfy any outstanding Claims of an ETP Indemnitee against any Contributor in accordance with Section 14.4(e).
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Holdback Units means a portion of the Equity Consideration equal to $30,300,000, calculated at Closing using the Equity Price.
Sample 1
Holdback Units has the meaning set forth in Section 2.3(a)(ii).
Sample 1

Examples of Holdback Units in a sentence

  • The portion of the Holdback Units deposited with the Escrow Agent by or on behalf of each of the Selling Parties shall be determined on a pro rata basis in proportion to each such Selling Party's Distribution Percentage as reflected in Exhibit A to this Agreement, as such Exhibit may be updated by the Company prior to Closing.

  • The Holdback Units shall be issued in the names of the Selling Parties in accordance with the Distribution Percentages (as defined below).

  • The parties agree that Purchaser may, and may instruct its transfer agent to, place stop transfer orders on the Holdback Units for so long as they are subject to the Escrow Agreement.

  • Any release of Holdback Cash and Holdback Units in satisfaction of any Purchaser Claim shall be made proportionately to the amount of Holdback Cash and Holdback Units then in the Escrow Account (e.g. solely by way of example, if there was $300,000 of Holdback Cash and $1,200,000 of Holdback Units, 20% of the Purchaser Claim would be paid in Holdback Cash and 80% of the Purchaser Claim would be paid in Holdback Units).

  • The Holdback Cash and Holdback Units (and any Escrow Income) shall be held by the Escrow Agent in an escrow account (the "Escrow Account") in order to secure (i) payment of any Working Capital Adjustment pursuant to Section 1.9 above, and (ii) payment of the indemnification obligations of the Selling Parties pursuant to ARTICLE VII of this Agreement.

  • Any Claim required to be paid pursuant to a Final Award or Joint Instructions hereunder shall be paid first out of any Holdback Cash with any remainder being paid out of Holdback Units.

  • The terms by which the Escrow Agent shall hold and distribute the Holdback Units shall be set forth in an escrow agreement (the "Escrow Agreement") among Escrow Agent, the Shareholder Representative as representative of the Selling Parties, and the Purchaser.

  • To the extent that any of the Holdback is required to be retained in the Escrow Account subsequent to the Release Date, the Holdback Cash shall be retained first with any additional required retention being in the form of Holdback Units.

  • Upon the Escrow Agent's receipt of the Joint Instructions or the Final Award, the Escrow Agent shall disburse the Holdback Cash and Holdback Units (and any related Escrow Income), or a portion thereof, under the terms of the Joint Instructions or Final Award.

  • On the Release Date, the Escrow Agent shall automatically, upon written request by the Shareholder Representative and with no written notice from Purchaser, distribute to the Shareholder Representative, for the benefit of the Selling Parties, all of the Holdback Cash and Holdback Units remaining in the Escrow Account, less any Disputed Amounts and the amount of all other Purchaser Claims not yet resolved pursuant to the provisions of this Section 1.10.


More Definitions of Holdback Units

Holdback Units has the meaning set forth in Section 11.8(a) of this Agreement.
Sample 1
Holdback Units means, at any time, the Holdback Equity Consideration transferred to the Holdback Account in accordance with S ection 2.4(f)(iii)(A), less any ETP Common Units delivered to satisfy any outstanding Claims of an ETP Indemnitee against any Contributor in accordance with S ection 14.4(e).
Sample 1

Related to Holdback Units

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Share Units means the hypothetical Shares that are credited to the Share Unit Accounts in accordance with Section 5.3.

  • Bonus Stock Award means an award of Bonus Stock under this Plan.

  • Performance Share Units means Performance Share Units granted to an Eligible Individual under Section 9.1(b).

  • Restricted Stock Units means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

  • Restricted Units has the meaning set forth in the recitals to this Award Agreement.

  • Core Units means such Units of the Trust that are issued to Core Investors with the condition that these are not redeemable for a period of two years from the close of the First Offer Period. Such Units are transferable with this condition, but otherwise shall rank pari passu with all other Units, save for this restriction. Any transfer of the Core Units, during the first two years of their issue as mentioned herein, shall be affected only on the receipt by the Registrar of a written acceptance of this condition by the transferee.

  • Performance Units means an Award which may be earned in whole or in part upon attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Bonus Stock means shares of Common Stock which are not subject to a Restriction Period or Performance Measures.

  • Deferred Stock Units means the number of hypothetical Shares subject to an Election.

  • Phantom Stock Award means an Award granted under Paragraph X of the Plan.

  • Incentive Units means those Partnership Interests described in Section 2 of the Incentive Unit Agreement.

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Stock Units means investment units under the Deferred Delivery Plan, each of which is deemed to be equivalent to one share of Stock.

  • Performance Shares means Shares or an Award denominated in Shares which may be earned in whole or in part upon attainment of performance criteria established by the Administrator.

  • Restricted Share Unit Award means a right to receive Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(b).

  • Plan Share Award means a right granted under this Plan to receive Plan Shares.

  • Restricted Stock Bonus means Stock granted to a Participant pursuant to Section 8.

  • Unvested Units means those Units listed as unvested Units in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement.

  • Performance Stock Award means a Stock Award granted under the terms and conditions of Section 6(c)(i).

  • Restricted Share Award means an award of Restricted Shares.

  • Restricted Stock Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Vested LTIP Units has the meaning provided in Section 4.4(d) hereof.

  • Other Stock Award means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d).

  • Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.