Stock Holdback Amount definition

Stock Holdback Amount means (i) the Qualified Shareholder Percentage multiplied by (ii) Nine Million Dollars ($9,000,000).
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Stock Holdback Amount means a number of shares of Acquirer Common Stock equal to (i) the Holdback Amount, multiplied by (ii) the Stock Percentage, divided by (iii) the Acquirer Stock Price.
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Stock Holdback Amount means those certain shares of the Preferred Share Consideration (or, upon conversion of the Preferred Shares into Conversion Common Shares upon securing the Requisite Shareholder Approval, the number of those certain Conversion Common Shares) valued as provided in Section 2.10 at Four Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars ($466,666.00).
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Examples of Stock Holdback Amount in a sentence

  • The amount of any decrease, plus interest at a rate of prime per annum from the Closing Date until the date deducted pursuant to this Section 2.7(d)(ii), shall be deducted by Parent from the Holdback Consideration by (A) reducing the Cash Holdback Amount by the product of (x) the Adjustment Amount and (y) the Cash Holdback Consideration Percentage and (B) reducing the Stock Holdback Amount by the product of (x) the Adjustment Amount and (y) the Stock Holdback Consideration Percentage.

  • The Buyer Affiliates may elect to set off against and recoup from any Seller Party, the Holdback Amount (whether from the Cash Holdback Amount or the Stock Holdback Amount) the Indemnifiable Damages, and any such Xxxxxxx Securities so set-off against will immediately be deemed to be canceled.

  • The amount of shares to be forfeited and remain undistributed to the Stockholders from the Stock Holdback Amount shall be calculated as per Section 3.01(e)(i) below.

  • To the extent that the Stock Holdback Amount is utilized to satisfy any Indemnification Claims provided for in this Section 6.10, the value of any such shares shall be calculated by utilizing the Closing Price.

  • It being understood that Buyer will hold, on behalf of Sellers, One Million Two Hundred Fifty Thousand Dollars and No Cents ($1,250,000.00) of Xxxxxxx Closing Date Shares (valued in accordance with the first sentence of this Section) as security for Sellers' indemnification Obligations set forth in Article X below (the "Stock Holdback Amount," and together with the Cash Holdback Amount, the "Holdback Amount").

  • The Shares (as defined below) are duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and the Escrow Agreement (relating to the WEYL Stock Holdback Amount).

  • If, pursuant to their respective Employment Agreement, any Seller’s employment (for those Sellers with more than 5% equity in SWS) is terminated Without Cause, or if Employee terminates for Good Reason, that Seller shall receive their entire Stock Holdback Amount within 30 days of termination.

  • If the Seller delivers cash at Closing to Purchaser as provided in the Closing Date Cash Balance and Indebtedness Statement that is less than the Target Cash Balance, the Transaction Consideration will be decreased by the amount of such shortfall, and such shortfall amount shall be deducted from the WEYL Stock Holdback Amount.

  • It being understood that Buyer will hold, on behalf of Sellers, One Million Two Hundred Fifty Thousand Dollars and No Cents ($1,250,000.00) of Steixxx Xxxsing Date Shares (valued in accordance with the first sentence of this Section) as security for Sellers' indemnification Obligations set forth in Article X below (the "Stock Holdback Amount," and together with the Cash Holdback Amount, the "Holdback Amount").

  • In consideration for the purchase of the Purchased Assets, Buyer will pay, or will cause its designee(s) to pay, an amount (the “Purchase Price”) consisting of the Stock Purchase Price as set forth in Section 2.4(b)(1) hereof, together with the Stock Holdback Amount as defined in Section 2.4(b)(2) below, and Buyer will assume, or will cause its designee(s) to assume, at the Closing the Assumed Liabilities specified in Section 2.4(d) hereof.


More Definitions of Stock Holdback Amount

Stock Holdback Amount shall have the meaning ascribed to such term in Section 2.4(b)(2).
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Stock Holdback Amount is defined in Section 2.3.
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Stock Holdback Amount means $5,000,000.
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Related to Stock Holdback Amount

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

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

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

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

  • 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.

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

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

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

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

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

  • 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.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

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

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

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

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

  • Clawback Amount has the meaning set forth in Section 6.05.

  • 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.