Hold Back Sample Clauses
Hold Back. Any Tranche 2 Consideration earned but not yet paid at any Installment Payment Date shall be available to the Purchaser for the satisfaction of any Loss arising during the Indemnified Period (“Hold Back Amount”) in respect of:
(i) the amount of any Substantiated Claim for breaches of, or inaccuracies in, the Warranties given by the Sellers and/or the Warrantors herein or the nonfulfillment of, or failure to perform, any covenant or agreement on the part of any Seller and/or Warrantor contained in this Agreement or the Transaction Documents and/ or brought by the Purchaser against any or all Warrantors and/or Sellers pursuant to the indemnifications granted under Section 10; or
(ii) a bona fide estimate of Loss where a Claim has been duly made by the Purchaser in respect of any of the matters referred to in paragraph (i) above but such claim has not become a Substantiated Claim and provided always that once such Claim has become a Substantiated Claim (“Resolution”) any excess of the Hold Back Amount over the actual Loss shall be paid to the Sellers and/or Warrantors within 15 days of Resolution. The Purchaser may set off and apply any such amounts owed to it by the Sellers or Warrantors (as the case may be) against the Hold Back Amount to reduce the amount of any Tranche 2 Installment due to any Seller or Warrantor in proportion to the amount prospectively due to each Seller or Warrantor and the amount of any Hold Back in respect of breach of the Warranties shall be held back from the Warrantors only. For the avoidance of doubt, this Section 2.02(h) does not limit in any way the liability of the Sellers to the Purchaser for any breach of this Agreement.
Hold Back. The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part:
(a) in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or
(b) in case of evidence of malfeasance or fraud by the Grantee; or
(c) in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or
(d) in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or
(e) if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or
(f) specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company or any of its Subsidiaries or Affiliates. The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.
Hold Back. (a) Two million dollars (CAD$2,000,000) shall be held back by United (the "Hold Back") for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections , and , respectively. Subject to the terms of an escrow agreement to be entered into among United, the Shareholders and an escrow agent to be mutually agreed upon by such parties, the Hold Back shall be deposited in a Canadian Schedule I bank and bear interest for the account of the party entitled to payment thereof at the highest rate available for 90 day deposits at such bank. United and the Shareholders will use reasonable commercial efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date (the "Adjustment Determination Date"), whereupon United shall notify the Shareholders of the amount of such Adjustments. If there is no disagreement between United and the Shareholders regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and pay the balance of the Hold Back to the Shareholders 120 days after the Closing Date (the "Hold Back Period"). In the event of any disagreement among United and the Shareholders regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and will pay the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and shall pay the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.
(b) The Rental Asset Listing attached as Schedule 1.4(b) sets forth, as of October 31, 1997, the asset description, make, model, original cost and net book value of: (i) all equipment held for lease or rent to customers; (ii) all transportation equipment (collectively the "Equipment"); and (iii) equipment held for repair parts only. The Equipment is Rental Ready (as defined below). Within 30 days following the Closing Date, United and the Shareholde...
Hold Back. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, Grantee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any option shares acquired under this Agreement without the prior written consent of the Company or its underwriters. The period of such restriction (the “Blackout Period”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding shares of Common Stock without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any option shares subject to the Blackout Period, or into which such option shares thereby become convertible, shall immediately be subject to the restrictions set forth herein. In order to enforce such restriction, the Company may impose stop-transfer instructions with respect to the option shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this subsection. This subsection shall not apply to option shares registered in the public offering under the Securities Act, and Grantee shall be subject to this subsection only if the directors and officers of the Company are subject to similar arrangements.
Hold Back. Each Investor agrees not to effect any sale or distribution of securities of the Company under any Registration Statement or otherwise into the public market, during the period commencing on the date the Company notifies each Investor that it reasonably expects a Registration Statement with respect to an offering to become effective within 15 days, and ending 90 days after the effective date of the Registration Statement for such offering, or if such Registration Statement fails to go effective within 15 days after the date of such notice, ending on the 15th day after such notice, but commencing again on the date such Registration Statement is declared effective by the SEC and ending 90 days after the effective date of such Registration Statement. The foregoing provision shall not restrict the rights of each Investor to include Registrable Securities in any Registration Statement pursuant to Article V. Notwithstanding, the foregoing, the Company shall not be permitted to provide a notice pursuant to this Section 6.3 more than one time in any 15-month period.
Hold Back. The Contractor may hold back an amount not to exceed five percent (5%) of the gross amount earned by the Owner Operator/Dependent Contractor in the first sixty (60) days of employment. Upon completion of employment, satisfactory proof must be furnished to the Contractor that all indebtedness and/or obligations incurred by the Owner Operator/Dependent Contractor in connection with the project on which he is engaged have been discharged. Such holdback will be paid within twenty (20) days of the required proof being given. (Association to provide format of form for reimbursement.)
Hold Back. In the event that the Company effects an underwritten public offering of any security, the Holder agrees, if requested by the managing underwriters, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Common Stock (except as part of the underwritten offering) during the 90-day period commencing with the effective date of the registration statement for the offering.
Hold Back. Agreements --------------------
a. By Holders of Restricted Stock ------------------------------ Upon the written request of the managing underwriter of an underwritten offering to the Holders of the Company's securities pursuant to Section 2 or 3 above, a Holder of Restricted Stock shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Restricted Stock (other than those included in such Registration) without the prior written consent of such managing underwriter for a period (not to exceed 90 days after the effective date of such Registration) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that no Holder of Restricted Stock shall be bound by this Section 4(a) unless such Holder is permitted to include any of such Holders' Restricted Stock then held by such Holder in such Registration equal to the number of shares of Restricted Stock that such Holder could sell during such 90-day period under Rule 144 of the Securities Act.
b. By the Company -------------- The Company agrees not to effect any public or private sale or distribution of its Equity Securities during the 60-day period prior to, and during the 135-day period after, the effective date of each underwritten offering made pursuant to a registration under Section 2 above, if so requested in writing by the managing underwriter (except as part of such underwritten offering or pursuant to registrations on Forms S-4 or S-8).
Hold Back. The Contractor may hold back an amount not to exceed five percent (5%) of the gross amount earned by the Dependent Contractor in the first sixty (60) days of employment. Upon completion of employment, satisfactory proof must be furnished to the Contractor that all indebtedness and/or obligations incurred by the Dependent Contractor in connection with the project on which they are engaged have been discharged. Such hold back will be paid within twenty (20) days of the required proof being given.