Common use of Adjustment Holdback Clause in Contracts

Adjustment Holdback. At Closing, an aggregate amount in cash equal to the product of (i) the SBR Ownership Percentage times (ii) $5,000,000 (the “Adjustment Holdback”), shall be deducted from the Merger Consideration otherwise to be paid by the Exchange Agent to the Shareholders pursuant to Section 4.3. The Adjustment Holdback shall be disbursed in accordance with the procedures and subject to the terms and conditions of the Section 4.8 of the SBR Merger Agreement, Section 4.10(b) of this Agreement and the Escrow Agreement. Notwithstanding anything in the SBR Merger Agreement to the contrary, any amounts in excess of the Adjustment Holdback to be paid to the Shareholders pursuant to this Section 4.8 shall be paid in the form of Parent Shares using the Assumed Share Value.