Holdback Provisions Sample Clauses

Holdback Provisions. If, at any time after the Effective Date of the Registration Statement filed pursuant to Section 1.1(a) of this Agreement, the Company shall, in connection with either an underwritten or non-underwritten public offering, determine to register for sale with the SEC any of its Common Stock or securities convertible into, or exchangeable or exercisable for, shares of its Common Stock other than for resale by the Investor (a "Post-Effective Public Offering"):
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Holdback Provisions. In order to secure the obligations of the Seller hereunder, the Purchaser will retain and hold back from the Purchase Price, $600,000 of the Purchase Price (the "Holdback Fund") in cash and/or stock (in accordance with Section 2.1(d) hereof), any cash portion of which will be deposited by the Purchaser in a segregated interest bearing account, and $480,000 of which will be released and remitted to the Seller on the 180th day following the Closing Date, and the remainder of which will be released from the Holdback Fund on the one year anniversary of the Closing Date (each, a "Release Date"). Should the Indemnified Party be notified of any claims made while any of the Holdback Funds are held by the Purchaser as set forth above, an amount equal to a reasonable estimate of the amount to be indemnified shall remain in escrow until the final resolution of such claim, notwithstanding the passing of a Release Date. Upon final resolution of any claim, the Purchaser shall have the right, to set-off and deduct from the Holdback Fund, upon written notice to the Seller, such cash or that number of AHI Shares having a value equal to the amount of any losses for which Seller is required to indemnify the Purchaser pursuant to the provisions of Section 5.3(a) above. For purpose of this Section 5.3(d), the value of the AHI Shares shall equal the average closing price of AHI's Common Stock on the American Stock Exchange (or such other exchange as such shares may then be listed) for the ten consecutive trading day period ending three trading days prior to the date of determination. In the event any shares of AHI Common Stock are sold at the request of the Seller while held in the Holdback Fund, the proceeds of any such sale shall be remitted to and held as part of the Holdback Fund until released in accordance with the provisions of this Section. So long as there is no claimed breach of any representation, warranty, covenant or agreement by the Seller under this Agreement or the other agreements contemplated hereby, and subject to any rights in favor of third parties that may be granted by the Seller, the Seller shall be entitled to vote the AHI Shares in the Holdback Fund and to receive dividends thereon, when, as and if declared by the Board of Directors of AHI. Notwithstanding anything contained in this Section 5.3(d) to the contrary, including the passing of a Release Date, no cash or AHI Shares shall be released from the Holdback Fund until such time as the Warrant Share...
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Holdback Provisions. In connection with any registration of Registrable Securities, each holder of Registrable Securities agrees, if so requested by the underwriter or underwriters, not to effect any public sale or distribution (including any sale pursuant to Rule 144 under the Securities Act) of any Registrable Securities, and not to effect any such public sale or distribution of any other equity security of Holdings or of any security convertible into or exchangeable or exercisable for any equity security of Holdings (in each case other than as part of such underwritten public offering), for such period of time (not to exceed 90 days) as the managing underwriter of such offering shall reasonably require following the effective date of such registration statement, provided that (i) such holder has received written notice of such registration at least fifteen (15) days prior to such effective date and (ii) with respect to any offering other than pursuant to a firm commitment underwriting, the underwriters continue to actively market the Registrable Securities until the earlier of the end of such lock-up period and the closing with respect to the sale of all, or the final portion of, the Registrable Securities offered by such holders; provided, however, that the immediately foregoing restrictions imposed on such holder or holders by this Section 4 shall (A) terminate on the earlier of the end of such lock-up period and thirty (30) days after such closing and (B) only be applicable to such holders if all of the officers, directors and greater than 1% stockholders of Holdings enter into similar agreements, and in the event any such person (or any such holder) is released from such obligations, all such holders shall be released from their respective obligations on a pro rata basis (and any underwriting agreement that Holdings executes shall provide for such release).
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Holdback Provisions. Notwithstanding anything in this Agreement to the contrary, the Parties have agreed that the Holdback Shares shall be held by the Escrow Agent as the Holdback Shares shall serve as the primary but non-exclusive source of funds for any Damages Sphere shall be entitled to recover from RAKR pursuant to and subject to the terms and conditions set out in Article 7. Subject to the terms of the Escrow Agreement, within ten (10) days following the Survival Period, Sphere and RAKR shall cause the Escrow Agent to deliver to RAKR, the balance of the Holdback Shares after reducing such Holdback Shares by the aggregate amount of any Damages for which Sphere is entitled to recovery or reserved for pending claims pursuant to Article 7, if any.
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Holdback Provisions. BUYER and SELLERS understand and agree that BUYER is concurrently closing a transaction to acquire One Million (1,000,000) shares of Series A Convertible Preferred Stock of Fleetclean Systems, Inc. Moreover, BUYER understands that Xxxxxxx X. Xxxxxxxx has entered an Acquisition Agreement to purchase Fleetclean Chemicals, Inc. ("FCI"), a wholly-owned subsidiary of Fleetclean Systems, Inc. In connection with various transactions, BUYER and SELLERS have agreed that the FUNDS shall be in all cases credited to SELLERS, but that the available cash shall be directed/used by the Escrow Agent first to pay FLSY's auditors ($6,750), then all other creditors of FLSY or FCI, save and except those creditors or persons identified as "Retained Liabilities" under that certain Asset and Liability Contribution Agreement dated March 31, 2004 between FLSY and FCI Escrow Agent shall cause FCI to deliver SELLERS a promissory note for all FUNDS used to pay creditors of FCI. BUYER and SELLERS agree that the sum of Fifty Thousand Dollars ($50,000) shall remain in escrow for three months from the Closing Date. After three months, Twenty Five Thousand Dollars ($25,000) shall remain in escrow until six months after the Closing Date. During the six months following the Closing Date, the Escrow Agent is authorized to use any and all FUNDS to discharge any liabilities to creditors of FLSY or FCI, save and except liabilities to persons identified as "Retained Liabilities" under that certain Asset and Liability Contribution Agreement dated March 31, 2004 between FLSY and FCI, or any liability of FLSY incurred by or as a direct result of the actions or omissions of management of FLSY on or after the Closing Date.
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Holdback Provisions. (a) Notwithstanding anything in this Agreement to the contrary, Sellers and Purchaser have agreed that the Escrow Agent shall retain $5,000,000 (the “Working Capital Holdback Amount”) of the Purchase Price as the primary but non-exclusive source of funds for amounts owing to Purchaser for any Purchase Price Adjustments under Section 2.4. The Working Capital Holdback Amount will be held by the Escrow Agent pursuant to the Escrow Agreement. Within fifteen (15) Business Days after the date all disputed items are finally resolved (the “Resolution Date”) pursuant to Section 2.4(b), Escrow Agent will pay the Working Capital Holdback Amount to Sellers, by wire transfer of immediately available funds, in accordance with the percentage allocations set forth in Schedule 2.3(c) (as amended by Schedule 4 to the Escrow Agreement), subject to any reduction of the Working Capital Holdback Amount by the aggregate amount of any Purchase Price Adjustments for which Purchaser is entitled to recover (or for which Purchaser has claimed it is entitled to recover) under Section 2.4. Any excess Working Capital Holdback Amount that remains after all Purchase Price Adjustments are settled shall be released to Sellers on the Resolution Date.
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Holdback Provisions. In connection with any underwritten registration, each Member that is party to the Registration Rights Agreement will be required, with respect to any Units that it owns, to enter into customary holdback agreements with the managing underwriter(s) of such offering; provided, that such holdback agreements shall not require a holding period of longer than 180 days with respect to an IPO and 90 days with respect to any other registration (unless a longer period is required by FINRA regulations or applicable law). Indemnification: Customary indemnification and contribution arrangements in connection with any offering pursuant to a registration statement filed pursuant to the Registration Rights Agreement.
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Holdback Provisions. If the Buyer has delivered a Claim Notice or an Expected Claim Notice pursuant to this Article VII, and such claim or claims have not been paid by the Trust or otherwise resolved, then (subject to the limitations set forth in Section 7.5) the Buyer shall be entitled to hold back (i) that number of Performance Shares otherwise payable pursuant to Section 1.5 that have a fair market value equal to, and/or (ii) such portion of the payment owed under Section 8.3 as is equal to, the Claimed Amount, less any portion of the Claimed Amount as has actually been paid by the Trust pursuant to this Article VII. Upon the resolution of any indemnity claim, the Buyer shall be entitled to retain and assume all rights to and ownership of such Performance Shares, if any, as would otherwise be payable under Section 1.5 and/or the amount, if any, as would otherwise be payable under Section 8.3 as the Buyer is entitled to receive pursuant to the resolution of such indemnity claim (which shall release the Trust of its obligations to pay such to the Buyer under this Article VII and shall release the Buyer of its obligations to pay such Performance Shares under Section 1.5 and/or such amount under Section 8.3). For purposes of this Section 7.6, the fair market value of one share of Buyer Common Stock shall be deemed to be the closing price of a share of Buyer Common Stock on the NASDAQ Global Market on the date of the delivery of such Claim Notice or Expected Claim Notice.
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Holdback Provisions 
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Related to Holdback Provisions

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • Escrow Provisions Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

  • Clawback Provision Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, to the extent required by such laws or government regulations, the Company shall recover from the Executive any such incentive-based compensation (if any) paid to the Executive pursuant to this Agreement during the three (3) year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement.

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • Survival Provisions All representations, warranties and covenants contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement. The obligations of the Pledgor under Sections 12 and 14 hereof and the obligations of the Collateral Agent under Section 17.9(b) hereof shall survive the termination of this Pledge Agreement.

  • EXCULPATION PROVISIONS EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • INDEMNIFICATION PROVISIONS Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director

  • Continuing Provisions of the Agreement Except as otherwise specifically set forth in this Amendment, all other terms of the Agreement shall remain unchanged and continue in full force and effect.

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