Holdback Period. If one or more underwritten public offerings of shares of Common Stock (other than the Registrable Shares) by the Company occur during the Effective Period, then, in connection with each such public offering, the Company may require Holdings, PHL and their Affiliates to refrain from, and Holdings, PHL and their Affiliates will refrain from, selling any of the Registrable Shares for a period determined by the Company but not to exceed 120 days (or such lesser period as the Company may require its officers and directors or other holders of shares of Common Stock to so refrain) (each such period referred to as a "Holdback Period") so long as the Company delivers written notice to Holdings of the Company's requirement of a Holdback Period and the length of such Holdback Period prior to commencement of the Holdback Period.
Holdback Period. (a) Each of the Hourly Pension Plan, the Salaried Pension Plan and the VEBA agrees not to make any Transfer of Registrable Securities during any of the following periods:
(i) except as contemplated by clause (ii) or clause (iii) below, unless the lead underwriter administering the offering otherwise agrees, the period commencing with the effective date of a registration statement for any underwritten public offering of the Class H Common Stock (or any securities convertible into or exchangeable or exercisable for the Class H Common Stock) and ending on the 90th day after such effectiveness,
(ii) in the case of a Rule 415 registration statement, unless the lead underwriter administering the offering otherwise agrees, the period commencing upon Issuer’s notice of commencement of distribution in connection with such offering and ending on the 90th day after such notice, and
(iii) in the case of a registration statement on Form S-4 (or any successor form) in connection with a transaction involving the Issuer, commencing upon the effective date of the registration statement relating to such transaction and terminating on the 90th day after the consummation of such transaction, or such shorter time period (if any) as the Issuer shall be restricted from making transfers of Class H Common Stock (or any securities convertible into or exercisable for the Class H Common Stock) pursuant to a customary written lock-up agreement with an unaffiliated third party; provided, that any applicable period shall terminate on such earlier date as Issuer gives notice to the Donees that Issuer declines to proceed with any such offering; and provided further that, with respect to the first offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in connection with a separation of Xxxxxx from General Motors, the reference to “the 90th day” in each of clauses (i), (ii) and (iii) above shall be automatically increased, without further action on the part of any of the parties hereto, to “the 180tll day” and with respect to the second offering by Issuer for its own account which is commenced at any time after the Initiation Notice has been provided by General Motors to the Donees and before the Termination Notice has been provided by General Motors to the Donees or is otherwise effected in ...
Holdback Period. The Company agrees (i) not to effect any public sale or distribution of its common equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period (180 days in the case of an IPO) beginning on the effective date of any Shelf Underwritten Offering or underwritten Piggyback Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-4, F-4 or S-8 or any successor or similar form), unless the underwriters managing the registered public offering otherwise agree (including any permitted staggered lockup arrangements), and (ii) to use its commercially reasonable efforts to cause each holder of its Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, that were purchased by such holder directly from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree to a shorter period (including any permitted staggered lockup arrangements); provided that such restrictions on a Shareholder shall not be more restrictive in duration or scope than restrictions imposed on (A) any officer or director of the Company, or (B) any other holders of at least 5% of the total Common Shares on a fully diluted basis; provided, further, that if any officer, director or beneficial owner of 1% or more of the Company’s outstanding voting securities is granted an early release with respect to all or a portion of the securities held by such holder from such holder’s lock-up agreement, then all Founders shall also be granted an early release from their obligations hereunder or any separate lockup agreement on a pro-rata basis. Notwithstanding the foregoing, this Section 4(c) shall cease to apply to any Founder once such Founder no longer holds Registrable Securities.
Holdback Period. See Section 3(b) hereof. --------------- Holder: Any registered holder of a Registrable Security or Registrable ------ Securities, including, without limitation, the Licensors (and any of Licensors' assignees).
Holdback Period. If required by the underwriter or underwriters selected by the Company for an underwritten offering pursuant to this Section 2.1 (collectively, the "UNDERWRITER"), all Owners (whether or not they propose to distribute their Registrable Securities through such underwriting) shall agree not to sell publicly any of their Registrable Securities for such period as the Underwriter may reasonably request; provided, that such period shall not exceed 90 continuous days.
Holdback Period. The Investors shall, upon receipt by them of any written notice from the Company that any fact or event exists as a result of which the Registration Statement, the prospectus included therein, or any document incorporated therein by reference contains or may contain any untrue statement of material fact or omits or may omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, discontinue any disposition of any of the Company Shares in a manner requiring delivery of the prospectus included in the Registration Statement until (i) the Investor has received copies of the supplemented or amended prospectus contemplated by Section 4.1(b), or the Investor has received written advice from the Company that the use of the prospectus contained in the Registration Statement may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in such prospectus, and, if so directed by Company, Investors will deliver to Company (at Company's expense) all copies, other than permanent file copies then in such Investor's possession, of the prospectus covering the Company Shares current at the time of receipt of such notice. The period from and including the date of the giving of such notice to and including the date when each Investor shall have either received copies of the supplemented or amended prospectus or received advice from Company that the use of the prospectus contained in the Registration Statement may be resumed is referred to as the "Holdback Period." Company agrees to use all reasonable efforts to minimize the duration and frequency of any Holdback Period hereunder to the extent consistent with Company's financial, strategic, and other business priorities.
Holdback Period. Subject to the provisions of Section 4.5, the --------------- Holdback Account shall be held by the Escrow Bank for a period of one (1) year following the Closing Date (the "Holdback Period") as security for Seller's agreement to indemnify Buyer under Article 13 of this Agreement.
Holdback Period. Subject to the following requirements, (a) US$10,000,000 of the Holdback Consideration shall be released at 5:00 p.m. PRC time, on the date that is the first (1st) anniversary of the Closing Date; and (b) US$10,000,000 of the Holdback Consideration shall be released at 5:00 p.m. PRC time on the date that is the second (2nd) anniversary of the Closing Date (the period from the Closing Date to the second (2nd) anniversary of the Closing Date is referred to as the “Holdback Period”); provided, however, that if any claims have been asserted by Capricorn or Capricorn Sub against any of the Seller Group Members during the Holdback Period under this Agreement or the Related Agreements, Capricorn and Capricorn Sub shall have a right to retain a sufficient portion of the Holdback Consideration as it deems appropriate pending the satisfaction of claims pending the resolution thereof.
Holdback Period. The holdback period for payroll shall be one (1) week for Regular Part-time Employees.
Holdback Period. See Section 3(b) hereof. ----------- Holder: Any registered holder of a Registrable Security or Registrable ------ Securities.
