Common use of DELIVERY OF HELD BACK SHARES Clause in Contracts

DELIVERY OF HELD BACK SHARES. The Buyer agrees to deliver to the holders of the Held Back Shares, no later than thirty (30) days after the Closing Date any Held Back Shares (and distributions thereon) then held by the Buyer (or proceeds from the sale of Held Back Shares) unless there remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event the Buyer shall retain such number of Held Back Shares (and such amount of proceeds therefrom or distributions thereon) as is sufficient to satisfy any such unresolved claim, as well as the attorney fees and costs associated therewith, and shall release the remaining Held Back Shares (and such remaining proceeds and distributions) to the holders thereof; provided, however, if the Buyer has made no claim for damages hereunder during the first thirty (30) days after the Closing Date, the Buyer shall deliver the Held Back Shares (and such proceeds thereon) to the holders thereof, promptly after such thirty (30) day period. Any Held Back Shares (and proceeds from the sale of, or distributions on, Held Back Shares) remaining on deposit after all such claims shall have been satisfied shall be returned to the holders thereof promptly after the time of satisfaction.

DELIVERY OF HELD BACK SHARES. The Buyer Republic agrees to deliver to the holders of the Held Back Shares, no later than thirty (30) days one year after the Closing Effective Date any Held Back Shares (and distributions thereon) then held by the Buyer Republic (or proceeds from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event the Buyer Republic shall retain such number of Held Back Shares (and such amount of proceeds therefrom or distributions thereon) as is sufficient to satisfy any such unresolved claim, as well as the attorney fees and costs associated therewith, and shall release the remaining Held Back Shares (and such remaining proceeds and distributions) to the holders thereof; provided, however, if the Buyer Republic has made no claim for damages hereunder during the first thirty (30) days six months after the Closing Effective Date, the Buyer Republic shall deliver 50% of the Held Back Shares (and such proceeds thereon) to the holders thereofthereof pro rata, promptly after such thirty (30) day six-month period. Any Held Back Shares (and proceeds from the sale of, or distributions on, Held Back Shares) remaining on deposit after all such claims shall have been satisfied shall be returned to the holders thereof promptly after the time of satisfaction.

DELIVERY OF HELD BACK SHARES. The Buyer Republic agrees to deliver to the holders Shareholder one-half of the Held Back SharesShares six months following the Effective Date, provided that no claim for Indemnifiable Damages has been made during that period. Republic agrees to deliver to the Shareholder any remaining Held Back Shares no later than thirty (30) days one year after the Closing Effective Date any Held Back Shares (and distributions thereon) then held by the Buyer Republic (or proceeds proceeds, together with interest thereon, if any, from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to for which notice has been given, in which event the Buyer Republic shall retain such number of Held Back Shares (and such amount of proceeds therefrom therefrom, together with interest, if any, or distributions thereon) as is sufficient to satisfy any such unresolved claim, as well as the attorney fees and costs associated therewith, and shall release the remaining Held Back Shares (and such remaining proceeds proceeds, together with interest, if any, and distributions) to the holders thereof; provided, however, if the Buyer has made no claim for damages hereunder during the first thirty (30) days after the Closing Date, the Buyer shall deliver the Held Back Shares (and such proceeds thereon) to the holders thereof, promptly after such thirty (30) day periodShareholder. Any Held Back Shares (and proceeds proceeds, together with interest, if any, from the sale of, or distributions on, Held Back Shares) remaining on deposit after all such claims shall have been satisfied shall be returned to the holders thereof Shareholder promptly after the time of satisfaction.

DELIVERY OF HELD BACK SHARES. The Buyer Except as provided below, SkyLynx agrees to deliver to the holders of the Held Back Shares, Shareholders no later than thirty (30) days six months after the Closing Date Effective Time any Held Back Shares (and distributions thereon) then held by the Buyer it (or proceeds from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event Held Back Shares, to the Buyer extent held by SkyLynx, in an amount equal to the amount of such claim plus reasonably anticipated court costs and attorneys' fees and expenses and other expressed costs related thereto shall retain be kept on deposit with SkyLynx until such number claim shall have been satisfied and, thereafter, the balance of such Held Back Shares (and such amount shall be promptly returned to the Shareholders. Notwithstanding the foregoing, in the event that all claims of proceeds therefrom MCIWorldcom with respect to services provided, or distributions thereon) as alleged to have been provided, prior to the Effective Time have not been finally settled or otherwise resolved within six months after the Effective Time, other than claims relating to the Undisputed Amount, SkyLynx may, but is sufficient to satisfy any such unresolved claimnot required to, as well as retain the attorney fees and costs associated therewith, and shall release the remaining Payable Held Back Shares (and until such remaining proceeds and distributions) to the holders thereofclaims have been finally settled or otherwise resolved; provided, however, if SkyLynx and Northwest have the Buyer has made no claim for damages hereunder during absolute right at any time after six months from the first thirty (30) days after Effective Date to set off against the Closing Date, the Buyer shall deliver the Payable Held Back Shares (and such proceeds thereonany amounts to which it is entitled pursuant to Section 10.1(b) to the holders thereof, promptly after such thirty (30) day period. Any Held Back Shares (and proceeds from the sale of, or distributions on, Held Back Shares) remaining on deposit after all such claims shall have been satisfied shall be returned to the holders thereof promptly after the time of satisfactionthis Agreement.