Common use of Holdback Provisions Clause in Contracts

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-Effective Public Offering. (iv) Upon receipt of a Notice of Post-Effective Public Offering, the Investor agrees not to effect any public sale of the Conversion Shares or the Warrant Shares, other than through the proposed Post-Effective Public Offering, during the 30 day period beginning on the effective date of the registration statement relating to such Post-Effective Public Offering ("Holdback Period"), only if and to the extent requested in writing by the underwriter or the Company; provided that the foregoing shall not in any way limit the Investor's right to sell any Registrable Securities prior to the effective date of such registration statement;

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-Effective Public Offering. (iv) Upon receipt of a Notice of Post-Effective Public Offering, the Investor agrees not to effect any public sale of the Conversion Shares or the Warrant Shares, other than through the proposed Post-Effective Public Offering, during the 30 day period beginning on the effective date of the registration statement relating to such Post-Effective Public Offering ("Holdback Period"), only if and to the extent requested in writing by the underwriter or the Company; provided that the foregoing shall not in any way limit the Investor's right to sell any Registrable Securities prior to the effective date of such registration statement;

Holdback Provisions. If, at any time after In order to secure the Effective Date obligations of the Registration Statement filed 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 1.1(a5.3(a) above. For purpose of this AgreementSection 5.3(d), the Company shall, in connection with either an underwritten or non-underwritten public offering, determine to register for sale with value of the SEC any AHI Shares shall equal the average closing price of its AHI's Common Stock on the American Stock Exchange (or securities convertible into, or exchangeable or exercisable for, such other exchange as such shares of its Common Stock other than may then be listed) 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' ten consecutive trading day period ending three trading days prior to the filing date of a registration statement relating to such Post-Effective Public Offering, which notice shall include a description determination. In the event any shares of AHI Common Stock are sold at the request of the intended method of distribution of such Common Stock and other securitiesSeller while held in the Holdback Fund, the number proceeds of shares any such sale shall be remitted to and held as part 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 Holdback Fund until released in accordance with the priorities then existing among the Company and such Persons and (2) secondprovisions of this Section. So long as there is no claimed breach of any representation, by reducing the number of shares of Registrable Securities requested to be included warranty, covenant or agreement by the Investor. Any Seller under this Agreement or the other shares agreements contemplated hereby, and subject to any rights in favor of Common Stockthird parties that may be granted by the Seller, Registrable Securities, or other securities of the Company so excluded Seller shall be withdrawn from entitled to vote the AHI Shares in the Holdback Fund and shall not be included to receive dividends thereon, when, as and if declared by the Board of Directors of AHI. Notwithstanding anything contained in such Post-Effective Public Offering. (ivthis Section 5.3(d) Upon receipt to the contrary, including the passing of a Notice of Post-Effective Public OfferingRelease Date, no cash or AHI Shares shall be released from the Investor agrees not to effect any public sale of the Conversion Shares or Holdback Fund until such time as the Warrant Shares, other than through Shares (as defined in Section 6.1(n)) have been registered with the proposed Post-Effective Public Offering, during Commission under the 30 day period beginning on Securities Act in accordance with the effective date of the registration statement relating to such Post-Effective Public Offering ("Holdback Period"), only if and to the extent requested in writing by the underwriter or the Company; provided that the foregoing shall not in any way limit the Investor's right to sell any Registrable Securities prior to the effective date of such registration statement;terms thereof.

Holdback Provisions. IfIf the Buyer has in good faith delivered a Claim Notice or an Expected Claim Notice (as defined in Section 6.5(b))pursuant to this Article VI, at any time after and such claim or claims have not been paid by the Effective Date Stockholder or Stockholders against which such claim was asserted or otherwise resolved, then (subject to the limitations set forth in Section 6.5) the Buyer shall be entitled to hold back such number of Contingent Shares that would otherwise be issuable to such Stockholder or Stockholders as have a fair market value as determined by the average of the Registration Statement filed pursuant to Section 1.1(a) closing price per share 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 Buyer Common Stock or securities convertible into, or exchangeable or exercisable for, shares of its Common Stock other than for resale by on the Investor (a "Post-Effective Public Offering"): (i) Nasdaq National Market over the Company shall give 15 consecutive trading days through and including the Investor written notice thereof (a "Notice of Post-Effective Public Offering") at least 20 calendar days' date two trading days prior to the filing of a registration statement relating date such Contingent Shares would otherwise be issuable, equal to the Claimed Amount (or any lesser amount then claimed), less any portion thereof as has actually been paid by such Stockholder or Stockholders pursuant to this Article VI with respect to such Postclaim, ******************************************************** ******************************************************************************* *********************************************. Upon the resolution of any indemnity claim that was subject to a hold-Effective Public Offeringback under this Section 6.4, which notice the Buyer shall include a description (a) be entitled to retain such portion, if any, of the intended method of distribution Contingent Shares that were held back for such claim as the Buyer is entitled to receive pursuant to the resolution of such Common Stock indemnity claim (which shall release such Stockholder or Stockholders of their obligation to pay such amount to the Buyer under this Article VI and other securities, shall release the number Buyer of shares of Common Stock and any other securities the Company intends its obligation to registerissue such Contingent Shares to such Stockholder or Stockholders), and (b) issue to such other Persons who will, Stockholder or have a right to, participate in such Post-Effective Public Offering; (ii) if requested in writing by Stockholders 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-Effective Public Offering. (iv) Upon receipt of a Notice of Post-Effective Public Offering, the Investor agrees not to effect any public sale of the Conversion Shares or the Warrant Contingent Shares, other than through the proposed Post-Effective Public Offeringif any, during the 30 day period beginning on the effective date of the registration statement relating that were held back for such claim which such Stockholder or Stockholders are entitled to such Post-Effective Public Offering ("Holdback Period"), only if and receive pursuant to the extent requested in writing by the underwriter or the Company; provided that the foregoing shall not in any way limit the Investor's right to sell any Registrable Securities prior to the effective date resolution of such registration statement;indemnity claim.