Release of Holdback Amount. (a) The holdback period for the Holdback Amount shall terminate as may be determined by the Equityholders’ Representative in its sole and absolute discretion; provided, that the holdback period shall in no event last in excess of sixty (60) days following the final distribution of all of the remaining Rollover Adjusted Merger Consideration Escrow Amount pursuant to Section 3.6(f). The funds (if any) remaining in the Holdback Amount may be released and distributed in part from time to time at the sole and absolute discretion of the Equityholders’ Representative (and shall be released and distributed in their entirety promptly after termination of such holdback period) to the Company Common Stockholders and the Surviving Corporation (on behalf of the Executive Company RSU Holders, the other Company RSU Holders and the Company Optionholders, as the case may be, as follows (such distribution, the “Holdback Distribution”): (i) to the Surviving Corporation on behalf of the Executive Company RSU Holders, an aggregate amount equal to the Executive Company RSU Holder Holdback Remainder Transaction Payments payable to the Executive Company RSU Holders with respect to the Holdback Distribution; (ii) to each Company Common Stockholder, an aggregate amount equal to the product of (x) the aggregate number of shares of Company Common Stock (other than the Specified Shares) held by such Company Common Stockholder immediately prior to the Effective Time, multiplied by (y) the Per Share Portion of the difference of (1) the Holdback Distribution, minus (2) the aggregate Executive Company RSU Holder Holdback Remainder Transaction Payments required by Section 3.12(a)(i) with respect to such Holdback Distribution (such difference, the “Net Holdback Distribution”); (iii) to the Surviving Corporation on behalf of the Company RSU Holders (other than the Executive Company RSU Holders), an aggregate amount equal to the product of (x) the aggregate number of shares of Company Common Stock subject to the aggregate Company RSU Awards held by such Company RSU Holders immediately prior to the Effective Time, multiplied by (ii) the Per Share Portion of the Net Holdback Distribution; (iv) to the Surviving Corporation on behalf of the Company Optionholders, an aggregate amount equal to (x) the product of (1) the Aggregate Exercise Number, multiplied by (2) the aggregate excess, if any, of (A) the aggregate sum of the Per Share Portions of the Net Holdback Distribution with respect to the Aggregate Exercise Number plus the Per Share Portions of the Net Excess Merger Consideration Distribution with respect to the Aggregate Exercise Number plus the aggregate sum of the Per Share Portions of the Estimated Merger Consideration with respect to the Aggregate Exercise Number over (B) the aggregate sum of the applicable exercise prices per share of Company Common Stock issuable under all such Company Options, minus (y) the aggregate amount, if any, described in clauses (y)(i) and (y)(ii) of Section 3.1(c) for all such Company Options; and (v) to ▇▇▇▇▇▇ Trust, an aggregate amount equal to the product of (x) the aggregate number of Rollover Shares multiplied by (y) the Per Share Portion of the Net Holdback Distribution. (b) All payments pursuant to this Section 3.12 shall be treated as an adjustment to the purchase price for all foreign, federal, state and local income Tax purposes.
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Release of Holdback Amount. (a) The holdback period for Subject to the terms and conditions of this Agreement and the Related Agreements, on the date that is eighteen (18) months after the Closing Date and on each of the second and third anniversary of the Closing Date, the acting notary shall pay to each Founder from the Holdback Amount shall terminate as may be determined by the Equityholders’ Representative in its sole and absolute discretion; providedan amount equal to such Founder’s proportionate share of (i) EUR 750,000, that the holdback period shall in no event last in excess of sixty minus (60ii) days following the final distribution such Founder’s proportionate share of all of the remaining Rollover Adjusted Merger Consideration Escrow Amount pursuant prior amounts distributed to Section 3.6(f). The funds Purchaser (if any) remaining in the Holdback Amount may be released and distributed in part from time to time at the sole and absolute discretion of the Equityholders’ Representative (and shall be released and distributed in their entirety promptly after termination of such holdback period) to the Company Common Stockholders and the Surviving Corporation (on behalf of the Executive Company RSU Holders, the other Company RSU Holders and the Company Optionholdersor a Purchaser Indemnified Party, as the case may be) pursuant to Section 2.3, minus (iii) such Founder’s proportionate share of any amounts necessary (as follows determined by Purchaser in its reasonable judgment by way of written notice to the notary) to satisfy any pending or potential claims theretofore asserted by any Purchaser Indemnified Party pursuant to Article VI (such distributionamounts relating to such pending or potential claims are collectively referred to hereinafter as the “Unresolved Portion”).
(b) On the date that is eighteen (18) months after the Closing Date, the “acting notary shall pay to each Founder from the Holdback Distribution”):
Amount (to the extent available) an amount equal to such Founder’s proportionate share of (i) EUR 2,250,000, minus (ii) such Founder’s proportionate share of all prior amounts distributed to Purchaser (or a Purchaser Indemnified Party, as the Surviving Corporation on behalf case may be) pursuant to Section 2.3, minus (iii) such Founder’s proportionate share of the Executive Company RSU Holders, an aggregate amount equal to the Executive Company RSU Holder Holdback Remainder Transaction Payments payable to the Executive Company RSU Holders with respect any Unresolved Portion.
(c) Any reductions to the Holdback Distribution;Amount in accordance with Sections 2.4(a)(ii) and 2.4(b)(ii) shall be deducted only once. Should a portion of the Holdback Amount be retained by Purchaser pursuant to the terms of one of the Founder’s Holdback Agreements, such amount shall only be withheld from the Founder to which such Holdback Agreement relates.
(iid) to each Company Common Stockholder, If there is an aggregate amount equal to the product of (x) the aggregate number of shares of Company Common Stock (other than the Specified Shares) held by such Company Common Stockholder immediately prior to the Effective Time, multiplied by (y) the Per Share Unresolved Portion of the difference Holdback Amount as of (1) a Holdback Release Date, the acting notary shall continue to retain such Unresolved Portion from and after the Holdback Distribution, minus (2) Release Date until the aggregate Executive Company RSU Holder Holdback Remainder Transaction Payments required by Section 3.12(a)(i) with respect resolution and settlement of such pending claims giving rise to the Unresolved Portion. Following the final resolution and settlement of all such Holdback Distribution (such differencepending claims, the “Net Holdback Distribution”);
(iii) acting notary shall pay to the Surviving Corporation on behalf each Founder such Founder’s proportionate share of the Company RSU Holders (other than the Executive Company RSU Holders), an aggregate amount equal to the product of (x) the aggregate number of shares of Company Common Stock subject to the aggregate Company RSU Awards held by such Company RSU Holders immediately prior to the Effective Time, multiplied by (ii) the Per Share Portion of the Net Holdback Distribution;
(iv) to the Surviving Corporation on behalf of the Company Optionholders, an aggregate amount equal to (x) the product of (1) the Aggregate Exercise Number, multiplied by (2) the aggregate excessbalance, if any, of (A) the aggregate sum Holdback Amount, together with any interest accrued on the escrow account from the Closing Date to and including the date of the Per Share Portions payment of the Net Holdback Distribution with respect to the Aggregate Exercise Number plus the Per Share Portions of the Net Excess Merger Consideration Distribution with respect to the Aggregate Exercise Number plus the aggregate sum of the Per Share Portions of the Estimated Merger Consideration with respect to the Aggregate Exercise Number over (B) the aggregate sum of the applicable exercise prices per share of Company Common Stock issuable under all such Company Options, minus (y) the aggregate amount, if any, described in clauses (y)(i) and (y)(ii) of Section 3.1(c) for all such Company Options; and
(v) to ▇▇▇▇▇▇ Trust, an aggregate amount equal to the product of (x) the aggregate number of Rollover Shares multiplied by (y) the Per Share Portion of the Net Holdback Distributionbalance.
(b) All payments pursuant to this Section 3.12 shall be treated as an adjustment to the purchase price for all foreign, federal, state and local income Tax purposes.
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