Common use of Holdbacks Clause in Contracts

Holdbacks. (a) Subject to the last sentence of this Section 2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of, or effect any public sale or distribution of, equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant to Rule 144 or Rule 145 or under a Shelf Registration in accordance with Section 2.1. (b) The Company agrees not to file or cause to be effected any registration of, or effect any public sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of others, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, neither the Stockholders nor the Company will be subject to the foregoing holdbacks for any period or periods in aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. (a) Subject to Holders covenant and agree with the last sentence Company that Holders shall not effect, if requested by the managing underwriters of this Section 2.3(a)an underwritten offering, each holder of Registrable Securities agrees not to file or cause to be effected any other registration of, or effect any public sale or distribution of, of equity securities of the Company, including a sale pursuant to Rule 144 under the Securities Act (except pursuant to this Agreement) during the ten (10) Business Day period prior to, and during the sixty (60) day period beginning on, (i) the effective date of the registration statement relating to the underwritten offering of equity securities of the Company or (ii) in the event of a Shelf Registration, the consummation of an underwritten takedown, or such other period as the managing underwriter, if any, may require. (b) The Company covenants and agrees with the Holders not to effect any public or private sale or distribution of equity securities convertible into of the Company (other than distributions pursuant to employee benefit plans), including a sale pursuant to Regulation D under the Securities Act (or exchangeable or exercisable for such securitiesSection 4(2) thereof), during the ten (10) day Business Day period prior to, and during the seventy-five sixty (7560) day period followingbeginning with the consummation of an underwritten takedown, or such other period as the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of othersmanaging underwriter may require, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant to Rule 144 or Rule 145 or under a Shelf Registration in accordance with Section 2.1. (b) The Company agrees not to file or cause to be effected any registration of, or effect any public sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of others, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration registrations on Form S-4X-0, Form S-8 Xxxx X-0 or any successor form)form for the registration of securities issued or to be issued in connection with a merger, unless the underwriters managing the registered public offering otherwise agreeacquisition or employee benefit plan. (c) Notwithstanding Each Investor covenants and agrees that it will comply and cause its Affiliates and representatives to comply with the foregoing, neither prospectus delivery requirements of the Stockholders nor Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a registration statement and shall sell the Company will be subject to the foregoing holdbacks for any period or periods Registrable Securities under a registration statement only in aggregate that are accordance with a method of distribution described in excess of 150 days during any 365 day periodsuch registration statement.

Holdbacks. A. Each Seller with respect to the Individual Property listed on Exhibit T attached hereto owned, directly or indirectly, by such Seller shall fund from its respective share of the proceeds of the Closing into an escrow account (the "Rent Increase Escrow") held by said Escrowee, the amount in the column entitled "Amount of Holdback" shown on Exhibit T. On each applicable Test Date (as shown on Exhibit T), Escrowee shall disburse the amount of the applicable holdback as follows: (i) With respect to the Shangri La Property and the Sixth Avenue Property, to the applicable Sellers, an amount equal to (1) the product of (a) Subject the number of executed permanent manufactured home leases in effect as of the Test Date (not to exceed the last sentence applicable number set forth in the column titled "# Sites" on Exhibit T) having a term of this Section 2.3(ano less than twelve (12) months, (b) the monthly rental increase over the existing monthly rental applicable to each such lease (but in no event more than the applicable amount set forth in the "Site Rent" column on Exhibit T), each holder and (c) twelve (12) months; divided by (2) the applicable Cap Rate Net of Registrable Securities agrees not to file or cause to be effected any other registration of, or effect any public sale or distribution of, equity securities Defeasance shown on Exhibit T. The balance of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date Amount of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant Holdback shall be disbursed to Rule 144 or Rule 145 or under a Shelf Registration in accordance with Section 2.1Purchaser. (ii) With respect to the Cactus Gardens Property, Desert Paradise Property, Xxxx Xxxxx Property, Goose Creek Property and Waterway RV Property, (1) the product of (a) the number of executed permanent recreational vehicle site leases in effect as of the Test Date (not to exceed the applicable number set forth in the column titled "# Sites" on Exhibit T) for the following season, and (b) the seasonal rental increase over the existing seasonal applicable to each such lease (but in no event more than the applicable amount set forth in the "Site Rent" column on Exhibit T) divided by (2) the applicable Cap Rate Net of Defeasance shown on Exhibit T. The Company agrees balance of the Amount of Holdback shall be disbursed to Purchaser. The parties agree to deliver notice of the rental increases set forth on the column titled "Site Rent" to the tenants at each applicable Individual Property at the time required in order to have the rental increase in effect as of the applicable Test Date. B. Each Seller with respect to the Individual Property listed on Exhibit X attached hereto owned, directly or indirectly, by such Seller shall fund from its respective share of the proceeds of the Closing into an escrow account (the "Rental Home Escrow") held by Escrowee an amount equal to the "Amount of Holdback" shown on said Exhibit X. On April 1, 2004 (the (1) the product of (a) the number (not to file or cause exceed the number listed under the column "# Sites" on Exhibit X) of executed seasonal rental home agreements existing on the Rental Home Test Date which are for a term of no less than three (3) months (provided that up to be effected any registration of, or effect any public sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for 50% of the account number of others, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, neither the Stockholders nor the Company will sites may be subject to one or more agreements which provide for a term of not less than three (3) months in the foregoing holdbacks aggregate), and for any period or periods which the tenant is in aggregate that occupancy with rental paid in advance for the entire season (the "Rental Home Agreement") and (b) the applicable full seasonal rental amount for each Rental Home Agreement (not to exceed the amount listed under the column "Site Rent" on Exhibit X); divided by (2) the applicable Cap Rate Net of Defeasance shown on Exhibit X. The balance, if any, of the Amount of Holdback shall be paid to Purchaser on the Rental Home Test Date. Purchaser shall use commercially reasonable efforts to lease the unleased rental homes at lease rates and other lease terms which are consistent with those then in excess of 150 days during any 365 day period.place at each applicable Individual Property. 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Holdbacks. (a) The Holder agrees, upon request by the Company in connection with any underwritten public offering, to execute a customary "holdback" agreement in the form requested by the managing underwriter for such offering, for a period not to exceed 180 days following the effective date of the registration statement. (b) Subject to the last sentence of this Section 2.3(a2.4(b), each holder of Registrable Securities Holder agrees not to file or cause to be effected any other registration of, or effect any public sale or distribution of, of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and 75 day period prior to, and during the seventy-five (75) day period following, beginning on the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case that which is not in violation of Section 2.3(b2.4(b) below (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) permitted), unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Securities Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant to Rule 144 or Rule 145 or under a Shelf Registration in accordance with Section 2.1. (bc) The Company agrees not to file or cause to be effected any registration of, of or effect any public sale or distribution of, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of others, during the ten (10) days prior to and the 75 day period prior to, and during the seventy-five (75) day period following, beginning on the effective date of any underwritten Demand Registration Statement filed pursuant to a Demand hereunder or any underwritten Piggyback Registration (except as part of such underwritten Registration Statementregistration, or if otherwise permitted hereunderpermitted, or pursuant to registration on Form S-4S-4 (but not with respect to resales), Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree. (cd) Notwithstanding the foregoing, neither the Stockholders Holders nor the Company will be subject to the foregoing holdbacks for any period or periods in the aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. The Fees shall be allocated among the Deliverables as set forth in Exhibit A (aStatement of Work). The amount allocated to each Deliverable need not be the same, provided, however, all allocated amounts must aggregate to equal the Fees. Ninety percent (90%) Subject to of each amount due and payable for each Deliverable will be made by County for the last sentence of this Section 2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of, or effect any public sale or distribution of, equity securities Deliverable. The remaining ten percent (10%) of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten cumulative amounts invoiced (10“Holdback Amount”) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten public offering of Common Stock for the account will be payable upon Final Acceptance of the Company or Solution, subject to adjustment for the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted any amounts arising under this Agreement owed to County by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange ActContractor. This Section 2.3(a) will not prohibit sales of Registrable Securities All amounts invoiced by the Stockholders pursuant to Rule 144 or Rule 145 or under a Shelf Registration in accordance with Section 2.1. (b) The Company agrees not to file or cause to be effected any registration of, or effect any public sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable Contractor for such securities, whether for its own account or for the account of others, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, neither the Stockholders nor the Company will Services shall be subject to the Holdback Amount. The Holdback Amount will be payable to Contractor based upon County’s approval of the applicable Deliverable, as set forth in Exhibit A (Statement of Work). County will hold back ten percent (10%) of the amount of each invoice submitted by Contractor under this Agreement and approved by County pursuant to Sub- paragraph 7.7 (Invoices and Payments). With respect to (i) the work completed and delivered by Contractor prior to Final Acceptance in accordance with the project plan, the cumulative amount of such holdbacks shall be due and payable to Contractor upon Final Acceptance, and (ii) the work completed and delivered by Contractor via Change Notice (as defined in Sub-paragraph 13.2 of this Agreement) or amendment following Final Acceptance, the cumulative amount of the applicable holdbacks shall be due and payable to Contractor upon County’s Acceptance of such work, all subject to adjustment of any amounts arising under this Agreement owed to County by Contractor, including, but not limited to, any amount arising from Sub-paragraph 7.9 (Invoice Discrepancies), and any partial termination of any task or Deliverable set forth in Exhibit A (Statement of Work) provided herein. Notwithstanding the foregoing holdbacks for any period or periods in aggregate that are in excess this Sub-paragraph 7.6 (Holdbacks), where the Statement of 150 days during any 365 day periodWork provides, there shall be no Holdback Amounts applicable and no fees held back pending Final Acceptance.

Holdbacks. (a) Subject Each portion of the purchase amount payable by TRITON for a Contract which it is agreed is to be retained by TRITON pursuant to Paragraph 3, is to be held, administered and distributed as provided in the Packet subject to the last sentence following: a. TRITON may, at its option and without any obligation to do so, without notice to DEALER, apply any portion of such amount to DEALER's obligations from time to time arising under this Section 2.3(a), each holder of Registrable Securities agrees not to file agreement or cause to be effected any other registration ofagreement between TRITON and DEALER and/or to any amount due TRITON under any Contract purchased by TRITON hereunder, it being understood both that TRITON need not purchase any other available remedies to mitigate TRITON's related loss prior to such application and that TRITON's right to apply amounts pursuant hereto is cumulative of every other right of TRITON in connection with the subject event; and b. At such time as the applicable Contract has terminated and TRITON has received all amounts due TRITON thereunder TRITON shall pay DEALER any remaining balance of holdback amounts held relative to the Contract. It is the intent of TRITON and DEALER that DEALER shall have no right, title or effect interest in any public sale or distribution of, equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted amount retained by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders pursuant to Rule 144 or Rule 145 or under a Shelf Registration TRITON in accordance with Section 2.1. (b) The Company agrees this paragraph until the right to receive such amount has vested in DEALER as provided above. Notwithstanding such intent, if DEALER shall be deemed by a court to have a vested interest in any such amount, TRITON shall be deemed to have been granted a security interest therein pursuant to the Uniform Commercial Code for the purposes of securing TRITON's receipt of amounts against which application is contemplated pursuant to this paragraph. Amounts retained hereunder shall not bear interest. TRITON may in its discretion and without any obligation to file DEALER pay DEALER from time to time any portion of the holdback amounts then retained. TRITON will render to DEALER within a reasonable time after demand at reasonable intervals an accounting of all additions to and deductions from holdback amounts since the last such accounting. Amounts retained under this paragraph need not be kept separate from TRITON's other funds and may be set upon on TRITON's books as a liability, contingent or cause to be effected any registration ofotherwise, or effect any public sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for in such securities, whether for its own account or for the account of others, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except other manner as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agreeTRITON shall deem appropriate. (c) Notwithstanding the foregoing, neither the Stockholders nor the Company will be subject to the foregoing holdbacks for any period or periods in aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. (ai) Subject If Sprint shall file a Registration Statement pursuant to Section 2 or covered by Section 3 in connection with an underwritten public offering by a Selling Stockholder of Derivative Securities or Registrable Securities and the last sentence of this Section 2.3(a), each holder lead managing underwriter or underwriters advise Sprint in writing (in which case Sprint shall promptly notify the Stockholders) that a public sale or distribution (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities other than pursuant to the underwritten public offering contemplated by such Registration Statement would materially adversely impact such underwritten public offering, then each Stockholder agrees to the extent not inconsistent with applicable law, to refrain from effecting any public sale or distribution of Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the ninety day period beginning on, the effective date of such Registration Statement or such shorter period as may be requested by such underwriters, except as part of such underwritten public offering, in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(i) shall not apply to any public sale or distribution of Registrable Securities made in connection with the settlement of a Derivative Security or if such limitation would arise solely due to the exercise of Incidental Registration Rights by one or more other Stockholders. (ii) Sprint agrees (A) not to file engage in any public sale or cause to be effected distribution of any other registration ofsecurities of the same class or series as the Registrable Securities or securities convertible into, or exchangeable or exercisable for, or the value of which relates to or is based upon, such securities during the ten days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to any public offering of Registrable Securities (including any offering of Derivative Securities to the extent the lead book running managing underwriter for such offering advises Sprint in writing that a public sale or distribution during such 90-day period (including a sale pursuant to Rule 144 under the Securities Act) of Registrable Securities by Sprint other than pursuant to the underwritten public offering contemplated by such registration statement would materially adversely impact such underwritten public offering), but not including the delivery of Registrable Securities to holders of Derivative Securities upon settlement of such Derivative Securities, except as part of such registration and (B) that the Amended FT/DT Agreement and any agreement entered into after May 26, 1998 pursuant to which Sprint agrees to register or to permit the participation in the registration of any securities of Sprint shall contain a provision under which holders of any such securities agree not to effect any public sale or distribution ofof any such securities during the periods described in clause (A) above, equity in each case including a sale pursuant to Rule 144; provided, that the limitation set forth in this paragraph (e)(ii) shall not apply to: (w) registrations on Form S-4 or any other registration of shares issued in a merger, consolidation, acquisition or similar transaction or on Form S-8, or any successor or comparable forms or a registration statement filed in connection with an exchange offer of securities of the Company made solely to the Company's existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan; (x) sales upon exercise or exchange, by the holder thereof, of options, warrants or convertible securities; (y) any other agreement to issue equity securities or securities convertible into into, or exchangeable or exercisable for, such securities in effect on the date the Selling Stockholders deliver the applicable request for such securities, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Stockholders registration to Sprint pursuant to Rule 144 Section 2 or Rule 145 or under a Shelf Registration Section 3; and (z) any employee benefit plan (if necessary to allow such plan to fulfill its funding obligations in accordance with Section 2.1the ordinary course). (b) The Company agrees not to file or cause to be effected any registration of, or effect any public sale or distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of others, during the ten (10) day period prior to, and during the seventy-five (75) day period following, the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree. (c) Notwithstanding the foregoing, neither the Stockholders nor the Company will be subject to the foregoing holdbacks for any period or periods in aggregate that are in excess of 150 days during any 365 day period.

Holdbacks. (a) Subject At the Closing, an amount equal to the last sentence of this Section 2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of, or effect any public sale or distribution of, equity securities Holdback Amount (consisting of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) day period prior to, and during the seventy-five (75) day period followingGeneral Indemnity Holdback Amount, the effective date of any underwritten public offering of Common Stock for Special Indemnity Holdback Amount and the account of the Company or for the account of others, in each case that is not in violation of Section 2.3(b) (except as part of such underwritten registration, if permitted by Section 2.1 or 2.2 or otherwise permitted hereunder) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Exchange Act. This Section 2.3(aNWC Holdback Amount) will not prohibit sales be deposited by Parent in a segregated account (the “Holdback Account”) as a partial mechanism to satisfy the indemnification obligations of Registrable Securities by the Stockholders pursuant to Rule 144 or Rule 145 or Article VI and the obligations of the Stockholders under a Shelf Registration in accordance with Section 2.11.15. (b) The Company agrees not portion of the General Indemnity Holdback Amount, net of the amount of any outstanding claims for indemnification that have been validly noticed or filed pursuant to file this Agreement, and less amounts delivered to Parent pursuant to Section 1.15(c) or cause Section 6.5(b) in satisfaction of claims, will be released to be effected any registration of, or effect any public sale or the Paying Agent for distribution of, its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for to the account of others, during the Stockholders in accordance with each Stockholder’s Pro Rata Share within ten (10) day period prior to, and during Business Days after the seventy-five (75) day period following, eighteen month anniversary of the effective date of any underwritten Registration Statement filed pursuant to a Demand hereunder (except as part of such underwritten Registration Statement, or if otherwise permitted hereunder, or pursuant to registration on Form S-4, Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agreeClosing. (c) Notwithstanding The portion of the foregoingSpecial Indemnity Holdback Amount, neither net of the amount of any outstanding claims for indemnification for Special Indemnification Matters or IP Representations that have been validly noticed or filed pursuant to this Agreement, and less amounts delivered to Parent pursuant Section 6.5(b) in satisfaction of claims, will be released to the Paying Agent for distribution to the Stockholders nor in accordance with each Stockholder’s Pro Rata Share within ten (10) Business Days after the Company earlier to occur of (i) the third anniversary of the Closing and (ii) the satisfaction of each of the items set forth on Schedule 1.9(c). (d) Notwithstanding anything to the contrary herein, an amount equal to $26,439,065.74 (such amount the “Performance Holdback Amount”), will not be paid to the Founder Stockholder in connection with the Closing and, instead, following the date on which Parent files its Annual Report on Form 10-K with Securities Exchange Commission for the applicable Performance Measurement Period, but subject to achievement of the performance thresholds set forth on Schedule 1.9(d), the Founder Stockholder shall be paid, without interest, an amount equal to fifty percent (50%) of the Performance Holdback Amount. Except as set forth on Schedule 1.9(d), the Founder Stockholder shall not be entitled to receive any payments from the Performance Holdback Amount with respect to a Performance Measurement Period pursuant to the foregoing holdbacks for any period or periods in aggregate that are in excess sentence, and Parent shall retain the applicable unpaid portion of 150 days during any 365 day periodthe Performance Holdback Amount, unless such the Company has achieved the performance metrics set forth on Schedule 1.9(d).