Common use of Share Holdback Clause in Contracts

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. (a) In order Subject to insure that the representationsterms of Article XI, 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 the Buyer pursuant to Article 7XI, Treyarch the Sellers and the Members Company agree that twenty-two percent (22%) of the total Sellers shall deposit the number of Activision Shares issued pursuant to this Agreement (which number shall include the Activision Shares issued shares of Buyer Common Stock equal to the Employee Holders in connection with quotient of (i) $20,000,000 divided by (ii) the Equity Sharing Plan) Buyer Price (the "Holdback Escrow Shares") shall be deposited in an Escrow Account (the "Escrow Account") pursuant to a Warranty an Escrow Agreement substantially in the form attached hereto as Exhibit C G (the "Warranty Escrow Agreement") on or promptly following the date of the ClosingClosing Date. Subject to any releases from escrow pursuant to Section 6.2(c)the Escrow Agreement, such Holdback Escrow Shares shall be held in the Escrow Account during such period of time as set forth in the Warranty Escrow Agreement. In addition, at any time after the Closing Date, the Sellers shall be permitted to substitute cash for Escrow Shares in accordance with the terms of the Escrow Agreement. Any dividends and or distributions with respect to such Holdback the Escrow Shares while held in the Escrow Account also shall be retained in delivered to the Sellers through the Sellers' Representative pursuant to 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 payments made from the Holdback Escrow Shares on account of any breach of this Agreement or otherwise pursuant to this Section 6.2 6.8 shall be made at such time as set forth in the Escrow Agreement, and the value per share of such Holdback Escrow Shares shall be the Maximum Price. All Holdback Shares Terex FMV (subject to such offset adjustment for any stock splits, reverse splits, recapitalizations or deduction similar transactions occurring after the Closing) (as adjusted, the "Offset Price"). (b) Notwithstanding the foregoing, the Escrow Shares held in the Escrow Account shall not be canceled deemed the sole source of recourse by Activisionthe Buyer for indemnification under this Agreement, 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 Sellers remain jointly and the Employee Holders severally liable in accordance with their respective interests pursuant to the terms of this Section 6.2Article XI.

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 Shaba and the Members agree that twenty-two 32,759 of the Activision Shares, constituting ten percent (2210%) 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) thereof, (the "Holdback Warranty Escrow 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 within five business days of the ClosingEffective Time. Shaba and the Members further agree that 68,965 of the Activision Shares, constituting an additional 21.05% thereof, (the "Product Escrow Shares") shall be deposited in the Escrow Account and shall be released in accordance with the product delivery and revenue requirements set forth in this Section 6.2 and in the Warranty Escrow Agreement. Subject to any releases from escrow pursuant to Section 6.2(c)) and the Warranty Escrow Agreement, such Holdback Warranty Escrow Shares and Product Escrow Shares (collectively, the "Escrow Shares") shall be held in the Escrow Account during such period of time as set forth in the Warranty Escrow Agreement. Any dividends and or distributions with respect to such Holdback the Escrow Shares while held in the Escrow Account also shall be retained in the Escrow Account until the release of such Holdback Escrow 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 Escrow 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 Warranty Escrow Agreement, and the value per share of such Holdback Escrow Shares shall be $29 (subject to adjustment for any stock splits, reverse splits, recapitalizations or similar transactions occurring after the Maximum Closing) (as adjusted, the "Offset Price"). All Holdback Escrow Shares subject to such offset or deduction shall be canceled by Activision, and the remaining Holdback Escrow Shares, together with any dividends paid or distributions made with respect to such Holdback Escrow 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 6.26.2 and the Warranty Escrow Agreement. Notwithstanding the foregoing, Warranty Escrow Shares held in the Escrow Account pursuant to the provisions of this Section 6.2(a) shall not be deemed the sole source of recourse by Activision for indemnification under this Agreement, and Shaba and the Members remain severally liable in accordance with Article 7. The parties hereto agree that the Members shall have the right to satisfy any claim for indemnification by an Activision Indemnified Party (as defined in Section 7.2) with cash or other property in lieu of Warranty Escrow Shares. (b) For purposes of this Agreement, the following terms shall have the following meanings: