Release of Holdback Shares. Within two (2) Business Days following the date that is one (1) year from the Closing Date, Purchaser shall distribute the remaining portion of the Holdback Shares, if any, to Seller; provided that if, on or prior to such date any Purchaser Indemnified Party has delivered a Claim Notice to any Indemnifying Person for which there has not been a Final Determination or with respect to which any amounts payable from the Holdback Shares are then outstanding, an amount sufficient to pay such claim or amount outstanding shall be withheld by Purchaser from such distribution until such time as such claim has a Final Determination or such amount outstanding has been satisfied.
Release of Holdback Shares. Within three (3) business days after the Termination Date (the "Release Date"), Acquiror shall release from the Holdback Fund a number of Holdback Shares and Additional Holdback Shares determined as set forth in Section 8.1 above, less the number of Holdback Shares and Additional Holdback Shares with a value (as determined pursuant to Section 8.3(c)) equal to (A) the Damages determined to be due and owing to Acquiror in accordance with this Section 8.3 in satisfaction of indemnification claims by an Indemnified Person (if Holdback Shares or Additional Holdback Shares are used to satisfy such indemnification obligation), and (B) any Damages with respect to any pending but unresolved indemnification claims of an Indemnified Person. Any Holdback Shares and Additional Holdback Shares held as a result of clause (B) shall be released to the Target Shareholder or released to Acquiror (as appropriate) promptly upon resolution of each specific indemnification claim involved.
Release of Holdback Shares. Within four (4) business days following the date of this Amendment, the Parent shall direct Bank of New York Mellon, the transfer agent holding the Holdback Shares, to release the Holdback Shares to the Seller and to remove all restrictive legends.
Release of Holdback Shares. Digital shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
(a) Holdback Shares shall be (i) retransferred to Digital, when and to the extent authorized under this Section 4.2, to effect any reduction in the Share Consideration resulting from Digital Claims under this Section 4.2, and (ii) transferred to the Shareholder Representative in connection with Representative Reimbursements in accordance with Section 4.2.7. Any Holdback Shares to be retransferred to Digital or transferred to the Shareholder Representative pursuant to this Section 4.2 shall be rounded to the nearest whole share and shall be valued on the basis of the last reported sale price of Digital Common Shares on the Nasdaq/NM (i) in the case of transfers to Digital, on the Closing Date and (ii) in the case of a transfer to the Shareholder Representative in accordance with Section 4.2.7, on the last business day preceding such transfer.
(b) On the Holdback Termination Date, the Holdback Shares (excluding Holdback Shares retransferred to Digital or transferred to the Shareholder Representative in accordance with paragraph (a) of this Section 4.2.3 or held in -12- 16 reserve pending resolution of an Open Digital Claim) shall be released to the Shareholders pro rata in accordance with their percentage ownership of the Company immediately prior to the Effective Time; provided, however, that no Holdback Shares shall be released to any Shareholder who has not previously surrendered all of such Shareholder's Certificates in accordance with Section 4.3.
(c) After the Holdback Termination Date, when a final determination is made with respect to any Open Digital Claim, (i) the number of Holdback Shares transferable to Digital as a result of such final determination shall be transferred to Digital from the Digital Claim Reserve Amount for such Open Digital Claim, (ii) Holdback Shares shall be transferred to the Shareholder Representative in accordance with Section 4.2.7 for additional Representative Reimbursements not in excess of the Holdback Shares remaining in the Digital Claim Reserve Amount, and (iii) the Holdback Shares included in such Digital Claim Reserve Amount remaining after the transfers in (i) and (ii) above shall be released to the Shareholders pro rata in accordance with their percentage ownership of the Company immediately prior to the Effective Time.
Release of Holdback Shares. Egghead shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
(a) Holdback Shares shall be retransferred to Egghead in respect of a Claim made by Egghead, or transferred to an Indemnified Party by Egghead in respect of a Claim made by such Indemnified Party, under this Article X when, and to the extent, authorized under Section 10.6.3 below.
(b) On the Holdback Termination Date, any Holdback Shares (excluding Holdback Shares retransferred to Egghead or transferred by Egghead to an Indemnified Party pursuant to Section 10.6.3, or held in reserve pending resolution of an Egghead Open Claim) shall be released to the Shareholders pro rata in accordance with their percentage interest in the Holdback Shares; provided, however, that no Holdback Shares shall be released to any Shareholder who has not previously surrendered all of such Shareholder's Certificates in accordance with Section 4.2.
Release of Holdback Shares. If no claim by Fairfield for indemnification is outstanding on the one-year anniversary of the Closing, all Holdback Shares shall be released by the Escrow Agent as provided in the Escrow Agreement. In other circumstances, the release of Holdback Shares shall be determined in accordance with the terms of the Escrow Agreement.
Release of Holdback Shares. Sierra shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
(a) Holdback Shares shall be re-transferred to Sierra in respect of indemnification Claims made by Sierra under this Article VIII when, and to the extent, authorized under paragraph 8.6.3 below.
(b) On the Holdback Termination Date (as defined below), any Holdback Shares then remaining pledged to Sierra (which shall exclude shares re-transferred to Sierra under paragraph (a)) shall be released to the Shareholders pro rata in accordance with their percentage ownership of the Company immediately prior to the Merger, as set forth in Schedule 2.4(b) to the Disclosure Memorandum.
Release of Holdback Shares. The Escrow Agent shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
(a) Holdback Shares shall be re-transferred to Monarch in respect of indemnification claims made by Monarch or the Surviving Corporation under this Article VII when, and to the extent, authorized under Section 7.4.2 below.
(b) On the Holdback Termination Date (as defined below), any Holdback Shares then remaining pledged to Monarch (which shall exclude shares re-transferred to Monarch under paragraph (a)) shall be released to the Principal Stockholders and the Management Stockholders pro rata in accordance with their
Release of Holdback Shares. Within five (5) business days after the Expiration Date, Recruiter shall release the remaining Holdback Shares to Scouted.
Release of Holdback Shares. Within five (5) business days following the earlier of the twelve-month anniversary of the Closing or the termination of the Consulting Agreement by Parent (other than termination for “Cause” in accordance with the terms thereof) (the “Escrow Period”), Parent and Key Holder shall instruct the Escrow Agent to distribute to the Key Holder (or their respective designees, as specified in the applicable Letter of Transmittal) that amount of Holdback Shares equal to the amount (if any) by which (i) the Holdback Shares, reduced by any Holdback Shares previously permanently released to Parent or other Parent Indemnitee with respect to indemnification claims relating to this Agreement, exceeds (ii) a number of Holdback Shares (valued at the Release Date Value) equal to the aggregate amount of Damages claimed under all pending indemnification claims made by the Parent Indemnitees that remain unresolved at such time (the amount of such excess, the “Holdback Payment”). Upon final resolution of pending indemnification claims made by Parent Indemnitees that were unresolved at such time, the Escrow Agent shall distribute any Holdback Shares retained by Escrow Agent after the distribution of the Holdback Payment to which the Key Holder become entitled to receive within five (5) business days following the date of such final resolution.
