Holdback Arrangements Sample Clauses
A Holdback Arrangements clause defines the terms under which a portion of payment is withheld by one party until certain conditions are met. Typically, this clause applies in transactions where the buyer retains part of the purchase price to ensure the seller fulfills specific obligations, such as completing outstanding work or addressing potential claims. Its core function is to protect the party making payment by providing leverage to ensure contractual commitments are satisfied before the final funds are released.
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Holdback Arrangements. (a) The Holdback Amount shall be available to indemnify, compensate and reimburse the Parent Indemnified Parties for any Damages for which they are entitled to recover in accordance with the terms of this Article 10, which will occur through permanently withholding the applicable portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) in accordance with the terms of this Section 10.8. Each Claim that is to be satisfied through the permanent withholding of any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) pursuant to this Article 10, shall be satisfied by forfeiture on behalf of the Company Members of the Holdback Shares and Holdback Cash with a value equal to the applicable Damages (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount).
(b) As soon as reasonably practicable (but in any event within five (5) Business Days) following the Expiration Date, Parent shall, subject to Section 10.8(c) and Section 10.9, deliver to the Company Members the portion of the Holdback Amount, if any, that has not previously been permanently withheld by Parent less the portion of the Holdback Amount having a value equal to the amount that may reasonably be necessary to satisfy all unresolved, unsatisfied or disputed Claims for Damages specified in any Notice of Claim delivered to the Representative before the Expiration Date. If any Claim is unresolved, unsatisfied or disputed as of the Expiration Date, then Parent shall retain possession and custody of the portion of the Holdback Amount with a value that equals the total maximum amount of Damages that may reasonably be necessary to satisfy all such unresolved, unsatisfied or disputed Claims, and as each such Claim is resolved, Parent shall, subject to Section 10.9, deliver to the Company Members the remaining Holdback Amount that is not required to satisfy such Claim and any remaining Claims.
(c) Each delivery of any portion of the Holdback Amount to Company Members pursuant to Section 10.8(b) shall be made by Parent in proportion to the Company Members’ respective Pro Rata Shares of the Holdback Amount being delivered, with the Holdback C...
Holdback Arrangements. (a) Restrictions on Public Sale by Purchaser.
(i) Purchaser agrees, ---------------------------------------- if the applicable offering is a primary Underwritten Offering of Common Shares for cash for the account of the Company as to which Purchaser is eligible to participate pursuant to Section 2(b), the requirements of the immediately ----------- following sentence are satisfied, and the sole Underwriter or lead managing Underwriter in such Offering so requests, not to effect any public sale or distribution of Registrable Securities (including any sales pursuant to Rule under the Securities Act) during the period commencing on date Purchaser receives the Company Notice pursuant to Section 2(b) and continuing until ninety (90) days after the effective date of ----------- the Registration Statement or any shorter period which the sole or lead managing Underwriter shall request (except to the extent permitted for sales of Purchaser's Registrable Securities pursuant to the Registration Statement). Purchaser shall not be obligated to agree to the restrictions set forth in this Section 3(a)(i) (A) unless the registration statement for the offering by the ------------------ Company is filed with the SEC within twenty (20) days after giving the Company Notice and relates to a primary offering for cash of Common Shares for net proceeds of at least ten million dollars ($10,000,000) for the account of the Company or a Company subsidiary or a newly formed holding company (based upon the closing price of the Common Shares in the principal trading market therefor as of the close of trading on the trading date immediately preceding the date of the Company Notice with respect to such offering), the Company uses all good faith reasonable efforts to have such registration statement declared effective by the SEC as soon as practicable after filing and such registration statement is declared effective no later than the ninetieth (90th) day after giving the Company Notice, and (B) unless at least one hundred eighty (180) days have elapsed since the expiration or termination of Purchaser's agreement pursuant to this Section 2(a) with respect to any prior Company registration to which the ----------- restrictions of this Section 3(a)(i) apply (except in the case of the initial -------------- such Company registration).
Holdback Arrangements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, the Holder agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during and not exceeding 180 days after the effective date of a Registration Statement relating to an underwritten Registration of Registrable Securities, as may be reasonably requested by the managing underwriter or underwriters, except as part of such Registration Statement.
(b) Restrictions on Public Sale by the Company. The Company agrees (x) not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities (other than any such sale or distribution of such securities in connection with any merger or consolidation involving the Company or a subsidiary thereof or the acquisition by the Company or a subsidiary thereof of the capital equity or substantially all of the assets of any other Person or with respect to any employee benefit or stock plan), during the fourteen (14) days prior to, and during such period not exceeding 180 days after the effective date of any Registration Statement except as part of such Registration Statement; and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the period described in (x) above, in each case including a sale pursuant to Rule 144 or Rule 144A under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provision of this Section 6(b) shall not prevent the conversion or exchange of any securities pursuant to their terms as in effect prior to the commencement of such period into or for other securities.
Holdback Arrangements. The Company shall have the right to require that the Stockholder shall not effect any public sale or distribution (including sales pursuant to the Shelf Registration Statement or pursuant to Rule 144) of Common Stock during the ten business days prior to, and the 60-day period beginning on, the effective date of the registration under the Securities Act of any underwritten offering of Common Stock for cash by the Company (or such an offering by the Company and stockholders of the Company), if the managing underwriter(s) for the public offering so request. The Company shall be entitled to exercise its rights under this Section not more than twice during any calendar year.
Holdback Arrangements. 3.1. Restrictions on Sale by Holders of Registrable Securities 3.2. Restrictions on Sale by the Company and Others
Holdback Arrangements. In connection with a requested underwritten offering, the Holders shall agree to customary holdback arrangements as may be reasonably requested by the underwriters of such offering.
Holdback Arrangements. The Company and each Holder of Transfer Restricted Securities agrees, if timely requested in writing by the sole or lead managing underwriter in a Qualified IPO or a Non-Qualified IPO, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Transfer Restricted Securities or warrants or other rights to purchase Transfer Restricted Securities, or file or cause to be declared effective a registration statement under the 1933 Act relating to the offer and sale of any shares of Transfer Restricted Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Transfer Restricted Securities, or warrants or other rights to purchase Transfer Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise (the agreements contained in clauses (i) and (ii) of this Section 5, collectively, the "LOCK-UP AGREEMENT"), during the time period reasonably requested by the sole or lead managing underwriter not to exceed 180 days, beginning on the later of (x) the effective date of the Registration Statement for such Qualified IPO or Non-Qualified IPO, respectively, and (y) in the case of a Qualified IPO or Non-Qualified IPO involving a Canadian prospectus, the date upon which a final receipt is obtained from the applicable Canadian regulatory authority or Canadian regulatory authorities, as applicable, for such prospectus (except as part of such underwritten offering or pursuant to registrations on Forms ▇-▇, ▇-▇, ▇-▇, F-8 or F-80) without the prior written consent of the sole or lead managing underwriter (the "PUBLIC OFFERING LOCK-UP PERIOD"); provided, however, that if (i) during the period that begins on the date that is fifteen (15) calendar days plus three (3) Business Days before the last day of the Public Offering Lock-Up Period and ends on the last day of the Public Offering Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Public Offering Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Public Offering Lock-Up Period, the restrictions imposed shall continue to apply until the exp...
Holdback Arrangements. (1) Restrictions on Public Sale by Holders of Registrable Securities. ---------------------------------------------------------------- To the extent not inconsistent with applicable law, each holder whose Registrable Securities are included in an underwritten registration statement agrees not to effect any public sale or distribution of the securities being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 30-day period beginning on, the effective date of such registration statement, if and to the extent requested by the managing underwriter or underwriters of such underwritten public offering, other than pursuant to such underwritten public offering.
Holdback Arrangements. 13 3.1 RESTRICTIONS ON SALE BY HOLDERS OF REGISTRABLE SECURITIES....
Holdback Arrangements. (a) HOLDBACK. By virtue of this Agreement and as sole security for the indemnity obligations provided for in SECTION 7.2 hereof (except for Non Exclusive Losses, as defined in SECTION 7.3(c)), at the Effective Time, without any act by any Indemnifying Party, Parent will retain the Holdback Amount from the Total Deferred Consideration, such retention of the Holdback Amount to constitute a Holdback, plus any interest earned thereon in accordance with SECTION 1.6(g)(iii) hereof (the "HOLDBACK") to be governed by the terms set forth herein. The Holdback shall be available to compensate the Indemnified Parties for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this ARTICLE VII. The Holdback shall consist of (i) with respect to each Stockholder, Seven and One-Half Percent (7.5%) of the amount of cash payable to such Stockholder in the Merger pursuant to