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"): (i) the Company shall give the Investor written notice thereof (a "Notice of Post-Effective Public Offering") at least 20 calendar days' prior to the filing of a registration statement relating to such Post-Effective Public Offering, which notice shall include a description of the intended method of distribution of such Common Stock and other securities, the number of shares of Common Stock and any other securities the Company intends to register, and such other Persons who will, or have a right to, participate in such Post-Effective Public Offering; (ii) if requested in writing by the Investor within 10 calendar days after receipt of a Notice of Post-Effective Public Offering, the Company shall include, or if such Post-Effective Public Offering is an underwritten offering of securities the Company shall use its best efforts to cause the underwriters selected by the Company to include, in such Post-Effective Public Offering such number of Registrable Securities requested in writing by the Investor, and the Company will make any filings and amendments or supplements to any registration statement necessary to effect the foregoing; (iii) if the underwriters selected by the Company advise the Company in writing or the Company determines that marketing factors require a limitation on the number of shares of Common Stock or any other securities to be offered, the Company shall reduce the number of shares of Common Stock or any other securities included in such registration (1) first, by reducing the number of shares of Common Stock or any other securities to be registered for resale by all Persons other than the Investor, allocated among such Persons in accordance with the priorities then existing among the Company and such Persons and (2) second, by reducing the number of shares of Registrable Securities requested to be included by the Investor. Any other shares of Common Stock, Registrable Securities, or other securities of the Company so excluded shall be withdrawn from and shall not be included in such Post...
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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. 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. 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. 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. 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. (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. (b) Notwithstanding anything in this Agreement to the contrary, Sellers and Purchaser have agreed that the Escrow Agent shall retain the Indemnity Holdback Amount from the Purchase Price as the primary but non-exclusive source of funds for amounts owing to Purchaser for any Purchase Price Adjustments and for any Damages Purchaser or any Purchaser Indemnified Party shall be entitled to recover from any Seller pursuant to and subject to the terms and conditions set out in ARTICLE X and Section 7.3(c). The Indemnity Holdback Amount will be held by the Escrow Agent pursuant to the Escrow Agreement. On the nine (9) month anniversary of the Closing, the Escrow Agent will release $12,500,000 of the Indemnity 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 such portion of the Indemnity Holdback Amount by the aggregate amount of any Purchase Price Adjustments and Damages for which Purchaser or any Purchaser Indemnified Party is entitled to recover (or for which Purchaser or any Purchaser Indemnified Party has claimed it is entitled to recover) pursuant to ARTICLE X and Sect...
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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) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (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”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • 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.

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  • 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.

  • Release Provisions The provisions of Schedule B(1) are incorporated into and form part of this Agreement.

  • 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.

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