Common use of Holdback Arrangements Clause in Contracts

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 Cash and Holdback Shares so delivered to a particular Company Member to be based on the same proportion as the Holdback Cash and Holdback Shares (if any) were held back and retained by Parent from the Company Members in accordance with Section 2.4(a) and Section 2.4

Holdback Arrangements. The Company and each Holder of Transfer Restricted Securities agrees, if requested in writing by the sole or lead managing underwriter in connection with a Qualified IPO, not to (ai) The Holdback Amount shall be available sell, offer to indemnifysell, compensate and reimburse the Parent Indemnified Parties for contract or agree to sell, hypothecate, hedge, pledge, grant any Damages for which they are entitled option to recover 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 (ii) enter into any swap or other arrangement that transfers to another, in accordance with the terms of this Article 10whole or in part, which will occur through permanently withholding the applicable portion any of the Holdback Amount 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 (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amountagreements contained in clauses (i) in accordance with the terms and (ii) of this Section 10.8. Each Claim 5, collectively, the "LOCK-UP AGREEMENT"), during the time period reasonably requested by the sole or lead managing underwriter not to exceed one hundred and eighty (180) days, beginning on the effective date of the Registration Statement for such Qualified IPO (except as part of such underwritten offering or pursuant to registrations on Forms ▇-▇, ▇-▇ or S-3 (to the extent such form relates solely to a stock purchase or dividend reinvestment plan)) 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 to be satisfied through fifteen (15) calendar days plus three (3) Business Days before the permanent withholding of any portion last day of the Holdback Amount 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 (includingii) prior to the expiration of the Public Offering Lock-Up Period, for the avoidance Company announces that it will release (and does release) earnings results during the sixteen (16) day period beginning on the last day of doubtthe Public Offering Lock-Up Period, by permanently withholding the payment or restrictions imposed shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) Business Days after the date on which the issuance of amounts that would otherwise become subject the earnings release or the material news or material event occurs. Notwithstanding the foregoing, the Holders of Transfer Restricted Securities shall not be obligated to enter into the Holdback AmountLock-Up Agreement unless (A) pursuant to this Article 10, shall be satisfied by forfeiture on behalf all officers and directors of the Company Members and all Persons holding at least 2% of the Holdback Shares and Holdback Cash with a value equal to the applicable Damages (including, for the avoidance Company's voting securities and/or securities 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 convertible into, or exercisable or exchangeable for, voting securities 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 deliveredenter into identical agreements, with the Holdback Cash agreement of the Holders (including the proviso set forth in the immediately preceding sentence) being on no more onerous terms than any other agreements entered into by any other Person (the "OTHER LOCK-UP AGREEMENTS"), and Holdback Shares so delivered to a particular Company Member to be based (B) the Lock-Up Agreement is explicitly conditioned on the same proportion as Holder receiving the Holdback Cash benefits of any release or modification of any Other Lock-Up Agreement for any other Person and Holdback Shares (if anyii) were held back and retained by Parent from the Company Members in accordance with Section 2.4(a) and Section 2.4Lock-Up Agreement shall automatically terminate upon any release or termination of any Other Lock-Up Agreement of any other Person.

Holdback Arrangements. (a) The As provided in Section 9.7(a), the Holdback Amount shall be available the sole recourse the Purchaser Indemnitees to indemnifysatisfy their claims against the Stockholders and Warrantholders for indemnification hereunder. (b) On the date that is one (1) year after the Closing Date, compensate and reimburse if the Parent Indemnified Parties for remaining Holdback Amount exceeds the amount of any Damages for which they are entitled Remaining Indemnity Claims, then, subject to recover Section 9.5(d), Purchaser will deliver to the Exchange Agent or the Surviving Corporation, as determined in accordance with the terms of this Article 10Section 2.8, which will occur through permanently withholding the applicable for distribution to each Stockholder and Warrantholder, all such excess amounts payable to each Stockholder and Warrantholder in accordance with their Pro Rata Shares. (c) Purchaser shall retain a 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 amount of each Remaining Indemnity Claim, until the earlier of (includingi) a resolution of such Remaining Indemnity Claim between Purchaser and the Stockholder Representative and (ii) a final result, for the avoidance of doubtdetermination, finding, judgment and/or award is rendered by permanently withholding the payment or issuance of amounts that would otherwise become an arbitrator with respect to such Remaining Indemnity Claim, after which, and subject to the Holdback AmountSection 9.5(d). (b) As soon as reasonably practicable (but in any event , Purchaser will, within five (5) Business Days) following the Expiration DateDays of such date, Parent shall, subject to Section 10.8(c) and Section 10.9, deliver release to the Company Members Stockholders and Warrantholders an amount equal to the portion of the Holdback Amount, if any, that has not previously been permanently withheld by Parent less the portion excess of the Holdback Amount having a value equal to retained in connection with such Remaining Indemnity Claim over 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 actual amount of Damages that may reasonably be necessary to satisfy all Losses finally determined in connection with such unresolved, unsatisfied or disputed Claims, Remaining Indemnity Claim and as each such Claim is resolved, Parent shall, subject to Section 10.9, shall deliver to the Company Members Exchange Agent or 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 deliveredSurviving Corporation, with the Holdback Cash and Holdback Shares so delivered to a particular Company Member to be based on the same proportion as the Holdback Cash and Holdback Shares (if any) were held back and retained by Parent from the Company Members determined in accordance with Section 2.4(a2.8, for distribution to each Stockholder and Warrantholder in accordance with their Pro Rata Shares. (d) and Each amount payable pursuant to this Section 2.49.5 shall be subject to any right to setoff expressly contemplated by this Agreement or any Letter of Transmittal.