Holdback Period; Distribution upon Termination of Holdback Period Sample Clauses

Holdback Period; Distribution upon Termination of Holdback Period. Subject to the other provisions set forth in this Article VII, the Holdback Fund shall be in existence immediately following the Effective Time and shall terminate, (i) with respect to 50% of the Holdback Fund, at 11:59 p.m. California time on the date that is the six (6)-month anniversary of the Closing Date, and (ii) with respect to the other 50% of the Holdback Fund, at
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Holdback Period; Distribution upon Termination of Holdback Period. Subject to the following requirements, the Holdback Shares shall be retained by Precept and Merger Sub for a period of one year from the Closing Date (the "Holdback Period"). Upon the expiration of the Holdback Period, Precept and Merger Sub will deliver to the Stockholders the remaining Holdback Shares, if any; PROVIDED, HOWEVER, that the number of Holdback Shares with a value (assuming a per share value of $2.622) equal to the amount of the Losses or other indemnification obligations as to which any of the Precept Parties has properly made a Claim under SECTION 7.2 shall be retained by Precept and Merger Sub until such Claims have been resolved. Within five (5) business days following resolution of such Claims, Precept and Merger Sub shall deliver to the Stockholders all Holdback Shares retained by Precept and Merger Sub and not required to satisfy such Claims.
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Related to Holdback Period; Distribution upon Termination of Holdback Period

  • Escrow Period; Distribution upon Termination of Escrow Periods Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., Pacific Time, on the date of the first anniversary of the Effective Time (the "Escrow Period"); provided that the Escrow Period shall not terminate with -------------- respect to such amount (or some portion thereof) if in the reasonable judgment of Parent, subject to the objection of the Shareholder Representative and the subsequent arbitration of the matter in the manner provided in this Section 7.2, such amount (or some portion thereof) together with the aggregate amount remaining in the Escrow Fund is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to termination of such Escrow Period with respect to facts and circumstances existing prior to the termination of such Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Escrow Fund not required to satisfy such claims. Deliveries of Escrow Amounts to the Company Shareholders pursuant to this Section 7.2(b) shall be made in proportion to their respective original contributions to the Escrow Fund.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Resignation upon Termination Effective as of any Date of Termination under this Section 7 or otherwise as of the date of Executive's termination of employment with the Company, Executive shall resign, in writing, from all Board memberships and other positions then held by him with the Company and its Affiliates.

  • Payments Upon Termination 4.1 The Customer shall pay the Company liquidated damages (total monthly fee as specified in the Sales and Services Agreement x remaining months in the Term) upon the occurrence of any of the following events before the expiry of the Term:

  • Rights and Payments Upon Termination The Executive’s right to compensation and benefits for periods after the date on which his employment with the Company terminates for whatever reason (the “Termination Date”), shall be determined in accordance with this Section 6 as follows:

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