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 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.
The number of shares of Kratos Common Stock issuable by Parent to the Qualified Shareholders as hereinafter provided shall be equal to quotient obtained by dividing (A) the Aggregate Stock Consideration Value less the Stock Holdback Amount by (B) the Kratos Stock Price (collectively, the "Closing Stock Consideration").
Subject to Section 1.6, this Section 1.7 and Section 9.8, the Cash Holdback Amount and the Stock Holdback Amount (collectively, the "Holdback Amount") shall be withheld at Closing by Dearborn from the Merger Payment and the Per Share Merger Consideration otherwise payable to Xxxxxxxx and Xxxxxxx, with 90% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxxx and 10% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxx.
Subject to the final two sentences of this Section 1.7(a), Section 1.7(b) and Section 9.8, on the 548th day following the Closing Date, Dearborn shall distribute to Xxxxxxxx and Xxxxxxx, respectively, 90% and 10% of (i) one half of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) certificates representing one half of the shares of Dearborn Common Stock constituting the Stock Holdback Amount.
On the date that the Holdback Period expires, Parent and Acquiror shall distribute or cause to be distributed to Seller (or its designated affiliate) the remaining balance, if any, of the Total Stock Holdback Amount, plus the remaining balance, if any, of the Total Cash Holdback Amount.
Subject to the final two sentences of this Section 1.7(a), Section 1.7(b) and Section 9.8, on the second anniversary of the Closing Date, Dearborn shall distribute to Xxxxxxxx and Xxxxxxx, respectively, 90% and 10% of (i) the remainder of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) certificates representing the remainder of the shares of Dearborn Common Stock constituting the Stock Holdback Amount.
Any Losses to which Parent or Purchaser may be entitled to under this Article 11, shall be deducted from, or reserved against, the WEYL Stock Holdback Amount in reverse order of which such WEYL Stock Holdback Amount are to be released to the Sole Stockholder as set forth in Exhibit 2.3(b).
Any such adjustment shall be made pro-rata between the shares of Buyer Common Stock included in the Stock Purchase Price and the 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.