Common use of Escrow Holdback Clause in Contracts

Escrow Holdback. Earnout Adjustment Notwithstanding the foregoing, if a Change in Control occurs and any amount of proceeds from such Change in Control is held back or set aside as part of an escrow arrangement (or otherwise, including, without limitation, as part of a reserve to cover potential losses and other claims not covered by any escrow arrangement), or not yet earned (such as an earnout) or otherwise is structured as or represents a contingent or deferred payment (such as a working capital adjustment payment), when such amount held back, set aside or deferred is released (or earned and released, as applicable) to the Company’s equity holders, any additional amounts payable to you in respect thereof shall be paid on the same schedule and in accordance with the same terms and conditions as the released escrow (or reserve or earnout) payments are to be made to the equity holders, if any; provided that, to the extent required to avoid incurring additional taxes under Section 409A, no amounts will be payable with respect to the Award after the fifth anniversary of the closing of the Change in Control.

Escrow Holdback. Earnout Adjustment Notwithstanding the foregoing, if a Change in Control occurs and any amount of proceeds from such Change in Control is held back or set aside as part of an escrow arrangement (or otherwise, including, without limitation, as part of a reserve to cover potential losses and other claims not covered by any escrow arrangement), or not yet earned (such as an earnout) or otherwise is structured as or represents a contingent or deferred payment (such as a working capital adjustment payment), when such amount held back, set aside or deferred is released (or earned and released, as applicable) to the Company’s equity holders, any Award Payout shall be based on corresponding principles and any additional amounts payable to you in respect thereof shall be paid on the same schedule and in accordance with the same terms and conditions as the released escrow (or reserve or earnout) payments are to be made to the equity holders, if any; provided that, to the extent required to avoid incurring additional taxes under Section 409A, no amounts will be payable with respect to the Award after the fifth anniversary of the closing of the Change in Control.