Indemnity Escrow Holdback Amount definition

Indemnity Escrow Holdback Amount means the amount that is eighty percent (80%) of the Indemnity Holdback Amount.
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Indemnity Escrow Holdback Amount means, with respect to any Securityholder Party, an amount, in cash, equal to the product of (a) the Closing Escrow Amount, times (b) a quotient, (i) the numerator of which is equal to the sum of (A) the number of shares of Common Stock (other than Rollover Shares) owned by such Securityholder Party immediately prior to the Effective Time, if any, plus (B) the number of shares of Common Stock issuable upon exercise of the Cash In-The-Money Options held by such Securityholder Party immediately prior to the Effective Time, and (ii) the denominator of which is equal to the sum of (A) the aggregate number of shares of Common Stock (other than Rollover Shares) outstanding immediately prior to the Effective Time, plus (B) the aggregate number of shares of Common Stock issuable upon the exercise of all Cash In-The-Money Options outstanding immediately prior to the Effective Time, in each case, as set forth on Schedule I hereto (which Schedule reflects the rollover of such Rollover Options and Rollover Shares as contemplated on the date hereof).
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Indemnity Escrow Holdback Amount. The parties hereto agree that the definition of “Indemnity Escrow Holdback Amount” set forth in Section 1.1 of the Merger Agreement is hereby amended by inserting the following clause immediately prior to the period in the last line thereof: “;provided, however, that for the purposes of calculating any Securityholder Party’s Indemnity Escrow Holdback Amount, including with respect to ML IBK Positions, Inc., such calculation shall be made after giving effect to any transfer of Mxxxxxx Shares pursuant to Section 7.8 but without giving effect to the treatment of such Mxxxxxx Shares as Rollover Shares and accordingly, for the purposes of such calculation, such Mxxxxxx Shares (i) shall not be deemed Rollover Shares and (ii) shall be deemed to be owned by ML IBK Positions, Inc. immediately prior to the Effective Time.”
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Examples of Indemnity Escrow Holdback Amount in a sentence

  • Thereafter, any remaining Indemnity Escrow Holdback Amount retained by the Escrow Agent and any remaining Indemnity Holdback Shares that continue to be subject to the Indemnity Holdback Restriction with respect to the Unresolved Claims (if any), shall be released by the Escrow Agent or from the Indemnity Holdback Restriction, as applicable, upon resolution of such Unresolved Claims.

  • Each Securityholder Party hereby directs Parent to deposit an amount equal to such Securityholder Party’s Indemnity Escrow Holdback Amount with the Escrow Agent at Closing and Parent shall make such deposit as directed.


More Definitions of Indemnity Escrow Holdback Amount

Indemnity Escrow Holdback Amount set forth in Section 1.1 of the Merger Agreement is hereby amended by inserting the following clause immediately prior to the period in the last line thereof: “;provided, however, that for the purposes of calculating any Securityholder Party’s Indemnity Escrow Holdback Amount, including with respect to ML IBK Positions, Inc., such calculation shall be made after giving effect to any transfer of Mxxxxxx Shares pursuant to Section 7.8 but without giving effect to the treatment of such Mxxxxxx Shares as Rollover Shares and accordingly, for the purposes of such calculation, such Mxxxxxx Shares (i) shall not be deemed Rollover Shares and (ii) shall be deemed to be owned by ML IBK Positions, Inc. immediately prior to the Effective Time.”
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Related to Indemnity Escrow Holdback Amount

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

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

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

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

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Adjustment Escrow Amount means $1,000,000.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Working Capital Escrow Amount means $2,000,000.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).