Working Capital Holdback definition

Working Capital Holdback means an amount determined by the Stockholders’ Representative, in its sole discretion, which shall not be less than $2,000,000, no later than two (2) Business Days prior to the Closing Date to pay amounts payable to the Parent pursuant to Section 2.10(b)(i) hereof, if any.

Working Capital Holdback means the sum of $800,000 withheld by the Buyer until the Final Closing Statement is Delivered and finalized upon written certification by both Buyer and Seller.

Working Capital Holdback means $1,000,000.00, representing the amount of Total Merger Consideration to be withheld by Tyler at Closing, subject to Section 3.5. The Consideration Spreadsheet shall set forth the allocation of the Working Capital Holdback among the Non-Series C Stockholders, the Participating Warrantholders, and the Participating Optionholders based upon the allocation of Total Merger Consideration among them.

Examples of Working Capital Holdback in a sentence

• If the Surviving Company is owed any amount pursuant to Section 2.10(b)(i) and such amount exceeds the amount paid by the Stockholders’ Representative to the Surviving Company from the Working Capital Holdback, the Parent shall have the right to collect such amount from the Escrow Fund.

• On or prior to the fifth (5th) day after the Settlement Date, the Stockholders’ Representative shall pay to the holders of Shares on a Pro Rata Basis the amount of the Working Capital Holdback not paid to the Parent pursuant to Section 2.10(b)(i) hereof and shall remit to the Parent the gross amount payable to the Optionholders, of which the Parent shall pay to each Optionholder its portion thereof, net of applicable Tax withholding.

• The parties acknowledge that a portion of the Escrow Fund may be used as a source of payment for that amount owing by Sellers to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Stock Purchase Agreement to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.

• The parties acknowledge that the Escrow Fund may be used as a source of payment for that amount owing by the Company to Buyer, if any, represented by the positive difference between the Estimated Purchase Price and the Purchase Price (the "Purchase Price Adjustment"), pursuant to Sections 1.3 and 1.4 of the Asset Purchase Agreement, to the extent that the Purchase Price Adjustment exceeds the Net Working Capital Holdback.

• The Stockholders’ Representative shall hold the Working Capital Holdback and shall pay to the Parent in accordance with Section 2.10 hereof any amount that may become payable to the Parent pursuant to Section 2.10(b)(i) hereof.

More Definitions of Working Capital Holdback

Working Capital Holdback as defined in Section 2.7(b)

Working Capital Holdback has the meaning set forth in Section 1.3.

Working Capital Holdback means $500,000 of the Escrow Amount, which Working Capital Holdback will be released in accordance with §2(g) hereof.

Working Capital Holdback means the amount by which Working Capital as shown on the Interim Balance Sheet is less or more (as the case may be) than six million dollars ($6,000,000).

Working Capital Holdback means Two Hundred Fifty Thousand Dollars ($250,000) that will be held by the Parent from the Cash Payment until the date that the actual Final Net Working Capital is determined and the Merger Consideration adjusted in accordance with Section 2.03(b)(iv).

Working Capital Holdback has the meaning set forth in §2(a)(ii).

Working Capital Holdback means an amount equal to $500,000.