Release of Holdback Shares. Within two (2) Business Days following the date that is eighteen (18) months from the Closing Date, Purchaser shall distribute the remaining portion of the Holdback Shares, if any, to Sellers; 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 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 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. 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. The Escrow Agent shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
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. Egghead shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
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.
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. Sierra shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
Release of Holdback Shares. Digital shall hold the Holdback Shares in accordance with this Agreement and shall transfer the Holdback Shares only as follows:
