Total Holdback Amount definition

Total Holdback Amount means the aggregate amount of the Holdback Amounts for all Holdback Contracts.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Total Holdback Amount means the aggregate amount of the Holdback Amounts for all Holdback Clients; (iv) “Qualified Consent” shall mean, for any Holdback Client, a written consent of such Holdback Client to the assignment of each of the applicable Client Contract(s) associated with such Holdback Client to the applicable Purchaser, in form and substance reasonably satisfactory to the Purchasers (it being understood that a Qualified Consent shall be effective only with respect to Client Contract(s) that are or become in full force and effect as of the date of assignment to the applicable Purchaser); (v) “Qualified New Contract” shall mean, for any Holdback Client, a new contract between the applicable Purchaser, on the one hand, and such Holdback Client, on the other hand, for a scope of services of the Business that is substantially similar to (or greater than) the scope of services for such Holdback Client prior to the Closing Date, is for a minimum term of twelve (12) months from the date of such new contract and is otherwise in form and substance reasonably satisfactory to the Purchasers, but such new contract shall be deemed a “Qualified New Contract” if, and only if, (A) such new contract was not the result of a competitive bidding process (other than a competitive bidding process that the Companies establish was required by the Holdback Client primarily as a result of the transactions contemplated by this Agreement) and (B) the services of the Business provided to such Holdback Client have not been suspended, cancelled, terminated or otherwise materially and adversely altered by the Holdback Client at any time between the Closing Date and the execution and delivery of such new contract); and (vi) “Qualified Transfer” shall mean, for any Holdback Client, either (A) a Qualified Consent having been obtained and delivered to the Purchasers or (B) a Qualified New Contract having been executed and delivered by all applicable parties. A “Qualified New Contract” shall also be deemed to include, for any Holdback Client, an amendment or supplement to an existing contract between the applicable Purchaser, on the one hand, and such Holdback Client, on the other hand, which amendment or supplement expands the services provided under such existing contract to cover a scope of services of the Business that is substantially similar to (or greater than) the scope of services for such Holdback Client prior to the Closing Date and is otherwise in form and substance reasonably satisfactory to ...

Total Holdback Amount means $2,325,000 of the Aggregate Common Stock Consideration Amount.

Examples of Total Holdback Amount in a sentence

At such time as 75% of the Conversion Shares have been issued upon conversion of the Notes, if the Company is not in breach of any of the Transaction Documents, all remaining funds of the Total Holdback Amount, if any, shall be released to the Company in accordance with the Closing Escrow Agreement.
In addition, the Participant will receive the Total Holdback Amount (10% of Design Incentive and Retrofit Incentive the Participant is eligible to) in accordance with the Holdback provision in Section 4.13 of the Agreement.
At such time as 75% of all Shares underlying the Notes have been issued upon conversion of Notes, if the Company is not in breach of any of the Transaction Documents, all remaining funds of the Total Holdback Amount, if any, shall be disbursed to the Company in accordance with the Closing Escrow Agreement.
The Company agrees that $250,000 (the “Board Holdback Escrow Amount”) of the Total Holdback Amount delivered to the Escrow Agent pursuant to the Closing Escrow Agreement shall remain in escrow post Closing pursuant to and subject to the provisions of the Holdback Escrow Agreement until such time as the Company complies with the conditions precedent to its release in accordance with the Holdback Escrow Agreement.
Subject to the provisions of this Section 4.12(b), the Company agrees that US$2,000,000 (the “CFO Holdback Escrow Amount”) of the Total Holdback Amount delivered to the Escrow Agent pursuant to the Closing Escrow Agreement shall remain in escrow post Closing pursuant to and subject to the provisions of the Holdback Escrow Agreement until such time as the Company complies with the obligations set forth in this Section 4.12(b).
Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Total Holdback Amount.
Interest on the Total Holdback Amount plus the Total Holdback Amount, if any, shall be due and payable to Holder as provided for in Sections 2.3(d)-(e) of the Purchase Agreement.
Subject to the provisions of this Section 4.14(c), the Company agrees that $250,000 (the “IR Holdback Amount”) of the Total Holdback Amount delivered to the Escrow Agent pursuant to the Closing Escrow Agreement shall remain in escrow post Closing pursuant to and subject to the provisions of the Holdback Escrow Agreement, it being understood that such IR Holdback Amount will be used by the Company to pay such firm.
Claims against the Total Holdback Amount made in respect of any Agreed-Upon Loss shall be resolved in the manner described in Section 7.4(d) hereof.
The Shareholder Representative hereby authorizes Parent to pay from the Total Holdback Amount all such amounts equal to the amount of Losses claimed in any Officer’s Certificate in respect of any Agreed-Upon Loss upon receipt of such Officer’s Certificate without regard to the ten (10) day period set forth in this Section 7.4(e).

More Definitions of Total Holdback Amount

Total Holdback Amount means an amount equal to $7,455,000, comprised of the Stock Component and cash.

Total Holdback Amount has the meaning set forth in Section 4.12.

Total Holdback Amount means an amount equal to $7,455,000, comprised of the Stock Holdback and the Cash Holdback.

Total Holdback Amount means an amount equal to $922,100.

Total Holdback Amount means the Total Cash Holdback Amount, plus the Total Stock Holdback Amount. “Total Stock Holdback Amount” means the number of shares of Parent Class A Common Stock equal to USD $2 million based on a valuation of such Parent Class A Common Stock pursuant to the 30-Day VWAP. “Transaction Agreements” means this Agreement, the VTB Note, the Security Agreement (as defined in the VTB Note) and any other agreement, instrument, certificate or document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby. “Transfer Tax” means any sales, use, value-added, gross receipts, excise, registration, stamp duty, transfer or other similar Taxes payable in connection with the transaction contemplated by this Agreement. “Treasury Regulations” means U.S. Treasury regulations promulgated under the Code. “VTB Note” means the secured non-negotiable promissory note in the principal sum of $6,000,000, issued by Acquiror to Seller on the date hereof. “VTB Note Principal Amount” means USD $6,000,000.