Holdback Shares. On the Closing Date, Buyer shall withhold the Holdback Shares to be retained as security for the indemnification obligations of the Shareholders set forth in of Section 8.3. The portion of the Holdback Shares contributed on behalf of each Shareholder shall be in proportion to the aggregate amount of Consideration to which such Shareholder would otherwise be entitled under this Agreement. All claims for indemnification pursuant to Section 8.3 below shall be satisfied first from the Holdback Shares to the full extent thereof. For the purpose of this Agreement, including without limitation the distribution of the Holdback Shares, the value of each Holdback Share (the “Holdback Shares Indemnity Value”) shall be equal to the fair market value of a share of Buyer Common Stock as determined by the board of directors of Buyer, acting in good faith, at the time of distribution; provided, however, that in the event shares of Buyer Common Stock are actively traded on any national securities exchange, the Holdback Shares Indemnity Value shall be determined by the average closing price per share of Buyer Common Stock on the ten (10) consecutive trading days immediately preceding the date of distribution of the Holdback Shares. Promptly, but in any event within three (3) Business Days, following the twelve (12) month anniversary of the Closing Date, Buyer will release the remaining Holdback Shares to the Shareholders in accordance with their respective Pro Rata Share. To the extent any Buyer Indemnitee has made a claim for indemnification prior to the twelve (12) month anniversary of the Closing Date, the release of any shares then remaining in the Holdback Shares will be reduced by the aggregate amount of any Losses which the Buyer, acting in good faith, reasonably estimates to have been incurred or reasonably estimated to be incurred by a Buyer Indemnitee with regard to all such pending claims. Any funds retained will be released within three (3) Business Days following final resolution of any such pending claim in accordance with Section 8.7(a).
Holdback Shares. Subject to the terms and conditions of this Agreement, Parent shall retain and hold back from issuance the Holdback Shares, at such time and in such proportion as the Base Stock Consideration is issued to Company Members in accordance with Section 5(d).
Holdback Shares. Nothing contained in this Section 3.2 will be construed to require Buyer to hold Shares in escrow in any fiduciary capacity or to treat any Shares held in the Escrow in any manner other than as collateral security for the indemnified liabilities and the obligations of Seller and Selling Principal’s obligations under this Agreement. The rights of Buyer under this Section 3.2 will not be exclusive, and Buyer, at its option, will be entitled to proceed against Seller and Selling Principal to recover any monies which become due to it under this Agreement.
Holdback Shares. The Holdback Shares shall be registered in the name of the Target Shareholder, and shall be held by the Acquiror, in its capacity as Holdback Agent, such shares and any Additional Holdback Shares to constitute the Holdback Fund and to be governed by the terms set forth herein. In the event Acquiror issues any Additional Holdback Shares, such shares will be issued in the name of the Target Shareholder and held by the Holdback Agent in the same manner as the Holdback Shares delivered at the Closing. Once released from the Holdback Fund, shares of Acquiror Common Stock shall cease to be Holdback Shares and Additional Holdback Shares.
Holdback Shares. “Holdback Shares” shall mean a number of Acquirer Shares equal to $500,000 divided by the Acquirer Stock Price, rounded to the nearest whole share.
Holdback Shares. On the Closing Date the Buyer shall retain the Holdback Shares to be held by the Buyer (“Escrow Agent”) in escrow to satisfy any claims by Buyer against Seller or Shareholders for a period of up to one (1) year after the Closing Date (the “Escrow Period”), in accordance with the terms of this Agreement. At the end of each calendar month during the Escrow Period Buyer shall, in good faith, determine the amount of any claims under this Agreement and deliver to the Seller notice of the number of Holdback Shares to be disbursed to address any such claims by Buyer. Following the expiration of the Escrow Period, Buyer shall cause the remaining balance of the Holdback Shares, after the payment of all such claims and reservation of amounts reasonably deemed sufficient to satisfy unresolved claims, to be distributed by the Escrow Agent to Seller within five (5) Business Days in accordance with the terms of this Agreement. The costs and expenses associated with the establishment and maintenance of the Holdback Shares shall be borne by the Buyer.
Holdback Shares. If and to the extent that the Escrow Agent does not hold sufficient Holdback Shares to cover the obligation, then the Sellers (or, to the extent applicable, the Trust) shall be personally obligated to make a payment to Calavo for the deficit. In order to allow the Escrow Agent to instruct Calavo’s transfer agent to transfer shares to Calavo in satisfaction of a claim, the Trust shall deliver two duly executed stock assignments in blank to the Escrow Agent at the Closing. The Escrow Agent is authorized to complete such assignments and deliver them to Calavo’s transfer agent if a Seller becomes liable to make a payment to Calavo under this Agreement.
Holdback Shares. The Holdback Shares shall be registered in the name of the Shareholders’ Representative and shall be delivered to and held by the Holdback Agent in accordance with the terms set forth herein and the terms of the Holdback Escrow Agreement (as defined in Section 9.4). In the event RDSI issues any Additional Holdback Shares, such shares will be issued in the name of the Shareholders’ Representative and delivered to and held by the Holdback Agent in the Holdback Fund in the same manner as the Holdback Shares.
Holdback Shares. The Escrow Agent shall distribute to each Participating Holder in accordance with such Participating Holder’s Pro Rate Share, subject to the terms and conditions of the Escrow Agreement, on the date that is the 366th day after the Closing Date, all of the then remaining Holdback Shares representing a value (based on the closing sale price per share of HoldCo Common Stock on Nasdaq, as reported in the New York City edition of The Wall Street Journal (or, if not reported thereby, as reported in another authoritative source) on the 365th day after the Closing Date) in excess of the sum of any amounts with respect to (i) which any Parent Entity or Surviving Corporation is entitled to, but has not yet received, indemnification, pursuant to this Article VIII (plus the amount of any income earned on such amount) and (ii) any unresolved claims for indemnification on such date (plus the amount of any income earned on such amount).
Holdback Shares. On the Closing Date, Xxxxx Xxxxxx and Xxxx Xxxxxx shall undertake such actions as required to deliver the Holdback Shares to an escrow agent as reasonably acceptable to Parent, Xxxxx Xxxxxx and Xxxx Xxxxxx (the “Escrow Agent”). On the Closing Date, and as a condition to the Closing hereunder, Escrow Agent, Parent, Xxxxx Xxxxxx and Xxxx Xxxxxx shall enter into an escrow agreement with the Escrow Agent in form and substance as reasonably agreed to by the Parties as set forth in Section 2.20 (the “Escrow Agreement”), which shall provide that the Holdback Shares shall be held by the Escrow Agent and shall be released in accordance with the provisions of Section 2.12.
