Holdback Sample Clauses

Holdback. At the Closing, an amount equal to $7,000,000 (the “Holdback Amount”; and together with all earnings thereon, the “Holdback Funds”) shall be deposited by the Buyer, or on the Buyer’s behalf, in an account with the Escrow Agent as security for the obligations of the Seller under this Agreement. Subject to any payments owed in accordance with ‎Section 1.2 of this Agreement or claims made in accordance with Section ‎10 of this Agreement, (i) the Initial Holdback Funds Release Amount, if any, shall be released (by delivery of joint written instructions by Seller and Buyer to the Escrow Agent) to the Seller upon the final determinations pursuant to ‎Section 1.2(f) after any required payments in connection thereto have been made, (ii) the remaining undistributed balance of the Holdback Funds, not subject to any pending claims, shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) by the Escrow Agent to the Seller on the second Business Day following the first (1st) anniversary of the Closing Date (the “Holdback Termination Date”) and (iii) any balance of the Holdback Funds subject to pending claims on the Holdback Termination Date shall be released (by delivery of joint written instructions by Seller and Buyer to Escrow Agent) upon final resolution of such pending claims. The Holdback Funds shall be the sole remedy of the Buyer and the exclusive source for payment by the Seller of any post-Closing adjustment to the Estimated Closing Date Consideration pursuant to Section 1.2(f) and in respect of Seller’s indemnification obligations set forth in Section 10.1 of this Agreement other than (i) with respect to breaches of the Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.6(c), 5.6(h) (solely with respect to non-cash distributions), 5.6(t), 5.6(x) and 5.12 or (iii) in the event of fraud. Prior to Closing, the Seller may elect, upon written notice to the Buyer, to be treated as the owner of the Holdback Amount for federal and state Tax purposes. If the Seller does not make such election, Buyer shall be so treated.

Holdback. (a) Each Holder agrees by the acquisition of Registrable Securities, if so required by the managing underwriter of any offering of equity securities by the Company, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any Registrable Securities owned by such Holder, during the 30 days prior to and the 90 days after the registration statement relating to such offering has become effective (or such shorter period as may be required by the underwriter), except as part of such underwritten offering. Notwithstanding the foregoing sentence, each Holder subject to the foregoing sentence shall be entitled to sell during the foregoing period any securities of the Company owned by it in a private sale. The Company may legend and may impose stop transfer instructions on any certificate evidencing Registrable Securities relating to the restrictions provided for in this Section 10. (b) The Company agrees, if so required by the managing underwriter of any offering of Registrable Securities, not to sell, make any short sale of, loan, grant any option for the purchase of (other than pursuant to employee benefit plans), effect any public sale or distribution of or otherwise dispose of any of its equity securities during the 30 days prior to and the 90 days after any underwritten registration pursuant to Section 2 or 3 hereof has become effective, except as part of such underwritten registration and except pursuant to registrations on Form S-4, ▇-▇ ▇▇ any successor or similar forms thereto.

Holdback. With respect to any underwritten offering of Registrable Securities by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf Registration Statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and sixty (60) days following the effective date of such offering or such longer period up to ninety (90) days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to ninety (90) days as may be requested by the managing underwriter. “Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.

Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders or other Holders pursuant to Section 2.1, the Company agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf Registration Statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.

Holdback. In connection with any underwritten public offering of the Company’s, any successor corporation of the Company’s or Yankee Holding’s equity securities, Executive agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such registered public offering, provided that MDCP and, if applicable, its Affiliates shall enter into a holdback, lockup or similar agreements on terms no less restrictive than those imposed on Executive.

Holdback. For each Project, the Province may hold back funding in accordance with section A.4.12 (Retention of Contribution).

Holdback. With respect to any underwritten offering of Registrable Securities by the Investor or other Holders pursuant to this Section 3.12, the Company agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and ninety (90) days following the effective date of such offering as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to ninety (90) days as may be requested by the managing underwriter. “Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or the Company Subsidiaries or in connection with dividend reinvestment plans.

Holdback. Each Holder entitled pursuant to this Agreement to have Registrable Securities included in a registration statement prepared pursuant to this Agreement, if so requested by the Underwriters’ Representative or Agent in connection with an offering of any Registrable Securities, shall not effect any public sale or distribution of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten or agented registration), during the fifteen (15) day period prior to, and during the ninety (90) day period beginning on, the date such registration statement is declared effective under the Securities Act by the Commission, provided that such Holder is timely notified of such effective date in writing by the Company or such Underwriters’ Representative or Agent. In order to enforce the foregoing covenant, the Company shall be entitled to impose stop-transfer instructions with respect to the Registrable Securities of each Holder until the end of such period.

Holdback. You agree not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten Demand Registration or any underwritten Piggyback Registration (as such terms are defined in the Registration Agreement), except as part of such underwritten registration if otherwise permitted.