Share Holdback. (a) In order to insure that the representations, warranties and covenants made by the Members under this Agreement are not breached, and in order to provide a nonexclusive source of indemnification of Activision pursuant to Article 7, Treyarch and the Members agree that twenty-two percent (22%) of the total number of Activision Shares issued pursuant to this Agreement (which number shall include the Activision Shares issued to the Employee Holders in connection with the Equity Sharing Plan) (the "Holdback Shares") shall be deposited in an Escrow Account (the "Escrow Account") pursuant to a Warranty Escrow Agreement substantially in the form attached hereto as Exhibit C (the "Warranty Escrow Agreement") on or promptly following the date of the Closing. Subject to any releases from escrow pursuant to Section 6.2(c), such Holdback Shares shall be held in the Escrow Account during such period of time as set forth in the Warranty Escrow Agreement. Any dividends and distributions with respect to such Holdback Shares while held in the Escrow Account also shall be retained in the Escrow Account until such Holdback Shares are released from escrow pursuant to Section 6.2(c) or (in the event such Holdback Shares are not released) until the expiration of the Performance Hold Period (as defined in the Warranty Escrow Agreement) for the account of the Members and Employee Holders. Any offsets or deductions made from the Holdback Shares on account of any breach of this Agreement or otherwise pursuant to this Section 6.2 shall be made at such time as set forth in the Escrow Agreement, and the value per share of such Holdback Shares shall be the Maximum Price. All Holdback Shares subject to such offset or deduction shall be canceled by Activision, and the remaining Holdback Shares, together with any dividends paid or distributions made with respect to such Holdback Shares that have not been canceled, shall be then delivered to the Members and the Employee Holders in accordance with their respective interests pursuant to the terms of this Section 6.2
Share Holdback. The Holdback Shares shall be held by MCR on behalf of the Indemnifying Shareholders, pro rata in accordance with their respective pro rata percentages of the MCR Shares to be issued pursuant to the Merger. While so held by MCR, and subject to the sale or cancellation of Holdback Shares pursuant to Section ------- 10.5(b), the Indemnifying Shareholders shall have the right to vote their ------- respective Holdback Shares and to receive dividends thereon, if any, but shall not have the right to pledge, hypothecate, grant a security interest in or otherwise transfer or encumber such Holdback Shares. MCR shall use the Holdback Shares solely for the purpose, and in accordance with the terms and conditions, set forth in Section 10.5(b). MCR shall release all Holdback Shares not sold or --------------- cancelled in accordance with Section 10.5(b) and deliver them to the --------------- Indemnifying Shareholders, pro rata in accordance with their respective pro rata percentages of the MCR Shares to be issued pursuant to the Merger, on the second anniversary of the Merger, unless there is then pending an unresolved indemnification claim in which case all remaining Holdback Shares shall be released and delivered only upon satisfaction of such claim.
Share Holdback. At the Closing, Parent shall cause an aggregate of $250,000 in shares of Preferred Parent Stock and Phantom B Shares (the “Holdback Shares”), in the allocations determined by Parent immediately prior to Closing based on the Spreadsheet delivered by the Company, to be set aside for use in satisfying any payment obligations of the Participating Stockholders under Article 8. The Holdback Shares will be held and distributed in accordance with the terms of Article 8 of this Agreement.
Share Holdback. 4 --------------
Share Holdback. Notwithstanding the transactions described in the foregoing Section 1.2, at the Closing, the PFP Stockholders shall deliver PAC Common Shares representing ten percent (10%) of the PAC Share Consideration (the "PAC Share Holdback") to First Union National Bank, as escrow agent for the benefit of the PAC Parties and the PFP Stockholders (the "Escrow Agent"). The Share Holdback shall be administered and disbursed by the Escrow Agent as provided for herein and in an escrow agreement in the form of the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement"). Notwithstanding the delivery of the PAC Share Holdback to the Escrow Agent, that portion of the PAC Share Consideration represented by the PAC Share Holdback shall be deemed to have been issued to the PFP Stockholders in equal ratable shares and shall be treated by the parties as having been so issued for all purposes, subject only to the terms of the Escrow Agreement.
Share Holdback. The PACParties shall have the right to set-off against the Share Holdback securing the obligation of the PFP Stockholders to provide the indemnification of the PAC Parties and its Affiliates contemplated by this Article X (the "Indemnity Share Holdback") the entire amount of any PAC Parties Losses for which PAC Parties determines in good faith that it and its Affiliates is entitled to indemnification from the PFP Stockholders under Sections 10.1 and 10.3 in the manner contemplated by the Escrow Agreement. The terms of the Escrow Agreement shall provide that the Escrow Agent shall deliver to PAC the portion of the Indemnity Share Holdback returned to PAC pursuant to this Section, together with any stock distributed in respect of such PAC Common Shares.
Share Holdback. Coyote agrees to issue and place 30,000 of the Shares referenced in 2.2.2, to be held in trust by INET's counsel. A maximum of 5,000 shares will be applied, against actual damages, in the event that INET fails to obtain, post-closing the regulatory approvals reflected on Schedule 3.5, the consent to transfer, or waiver of obligation to transfer the material contracts referenced with an asterisk (*) on Schedule 3.16, and the obtaining of the consent referenced in 7.11(f). Absent receipt by counsel of written notice from Coyote of a claim for indemnification pursuant to Article 10 of this Agreement, counsel is authorized to release the Shares to Shareholders on the 120th day after Closing. In the event a claim for indemnification has been made pursuant to Article 10, counsel shall hold the Shares pending resolution of the claim.
Share Holdback. At the Closing, an aggregate of 26,666,667 shares of the GOLQ Stock (the “Share Holdback”) shall be held back from issuance subject to satisfaction of the post-Closing Covenants set forth in Sections 6.5 and 6.6 hereof (the “Share Holdback”). The Company will reserve the Share Holdback from authorized shares and notify its transfer agent of such reservation. The Share Holdback shall be applied to each Shareholder pro rata, based on the aggregate Share Holdback amount and the number of shares of GOLG Stock allocated to such Shareholder at Closing. The Share Holdback shall be released, and such shares issued and delivered to the Shareholders, promptly following satisfaction of Section 6.5 and satisfaction of the Financial Health Milestones, as such term is defined in Section 6.6 below. If any of such milestones or covenants are not fully satisfied on or before Seventy (70) Days from the Closing Date (the “Gamma F/S Delivery Date”), then the Share Holdback will terminated and such shares shall revert to general authorized and unissued shares of the Company.
C. The following shall be added to Article VI “Covenants” as Sections 6.5, 6.6, 6.7, and 6.8:
Share Holdback. 161 REGISTRATION STATEMENT Page II-150 1.40 Subscribers...................................................................................161 1.41 System........................................................................................162
Share Holdback. Share Holdback" shall be the GCI Shares held in escrow, as defined in Section 2.3.
