Seller Backstop Amount definition

Seller Backstop Amount means the amount of Closing Cash Consideration the System1 Equityholders and Protected Equityholders have agreed to convert into Closing Equity Consideration, in the event that shareholder redemptions exceeds $417,500,000.
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Seller Backstop Amount means an amount equal to (a)(i) the Trebia Shareholder Redemption Value, minus (ii) $417,500,000, multiplied by
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Seller Backstop Amount in its entirety with the following:
Sample 1

More Definitions of Seller Backstop Amount

Seller Backstop Amount means an amount equal to (a)(i) the Trebia Shareholder Redemption Value, minus (ii) $417,500,000, multiplied by (b) fifty percent (50%); provided that if the result of such calculation is less than or equal to zero, then the Seller Backstop Amount shall equal $0.
Sample 1
Seller Backstop Amount means an amount equal to (i) $10 per share for each Trebia Class A Ordinary Share that is redeemed in connection with the Special Meeting, minus (ii) $417,500,000; provided that if the result of such calculation is less than or equal to zero, then the Seller Backstop Amount shall equal$0; and provided, further, that if the result of such calculation is greater than $45,000,000, the Seller Backstop Amount shall only equal such resulting number after and to the extent a valid Additional Seller Backstop Election has been made and, if no such Additional Seller Backstop Election has been made, the Seller Backstop Amount shall equal $45,000,000.
Sample 1
Seller Backstop Amount means an amount equal to (i) $10 per share for each Trebia Class A Ordinary Share that is redeemed in connection with the Special Meeting, minus (ii) $417,500,000; provided that if the result of such calculation is less than or equal to zero, then the Seller Backstop Amount shall equal $0; and provided, further, that if the result of such calculation is greater than $45,000,000, the Seller Backstop Amount shall only equal such resulting number after and to the extent a valid Additional Seller Backstop Election has been made and, if no such Additional Seller Backstop Election has been made, the Seller Backstop Amount shall equal $45,000,000.
Sample 1

Related to Seller Backstop Amount

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

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

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Closing Amount has the meaning set forth in Section 2.3.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Indemnity Escrow Amount means $5,000,000.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Earn-Out Amount has the meaning set forth in Section 2.07(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.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

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

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.