Hold Back Sample Clauses
A Hold Back clause is a contractual provision that allows one party to withhold a portion of payment or performance until certain conditions are met. Typically, this clause is used in transactions such as construction or service agreements, where the buyer retains a percentage of the contract price until the work is completed to satisfaction or specific milestones are achieved. The core practical function of a Hold Back clause is to provide security and leverage for the party expecting performance, ensuring that obligations are fully met before final payment is released.
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Hold Back. (a) HOLD BACK. United will hold back from the Purchase Price the sum --------- of Five Hundred Thousand dollars ($500,000) (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") on October 27, 1997, for later distribution pending the determination of the amount of the Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(c) and 1.4(d), respectively. United and the Shareholders' Representative will use reasonable efforts to complete the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative regarding the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and United and the Shareholders' Representative will instruct the Escrow Agent to release the Hold Back, as adjusted, to the Shareholders 120 days after the Closing Date. In the event of any disagreement between United and Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.
Hold Back. The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part:
(a) in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or
(b) in case of evidence of malfeasance or fraud by the Grantee; or
(c) in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or
(d) in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or
(e) if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or
(f) specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company or any of its Subsidiaries or Affiliates. The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.
Hold Back. Each Investor agrees not to effect any sale or distribution of securities of the Company under any Registration Statement or otherwise into the public market, during the period commencing on the date the Company notifies each Investor that it reasonably expects a Registration Statement with respect to an offering to become effective within 15 days, and ending 90 days after the effective date of the Registration Statement for such offering, or if such Registration Statement fails to go effective within 15 days after the date of such notice, ending on the 15th day after such notice, but commencing again on the date such Registration Statement is declared effective by the SEC and ending 90 days after the effective date of such Registration Statement. The foregoing provision shall not restrict the rights of each Investor to include Registrable Securities in any Registration Statement pursuant to Article V. Notwithstanding, the foregoing, the Company shall not be permitted to provide a notice pursuant to this Section 6.3 more than one time in any 15-month period.
Hold Back. Agreements --------------------
(a) Restrictions on Public Sale by Holders of Registrable ----------------------------------------------------- Securities. Each holder of Registrable Securities agrees, in connection with ---------- any sale of securities by the Company and in connection with any Registration Statement filed pursuant to Section 3 or Section 4 hereof, if requested (pursu- ant to a timely written notice) by the Company or the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Company's securities, including a sale pursuant to Rule 144 (except as part of such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the closing date of each underwritten offering made by the Company or pursuant to such Registration Statement. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall -------- ------- undertake in its request to participate in any such underwritten offering, not to effect any public sale or distribution of the class of securities covered by such Registration Statement (except as part of such underwritten offering) during such period unless it has provided 90 days' prior written notice of such sale or distribution to the managing underwriter or underwriters.
Hold Back. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, Grantee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any option shares acquired under this Agreement without the prior written consent of the Company or its underwriters. The period of such restriction (the “Blackout Period”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding shares of Common Stock without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any option shares subject to the Blackout Period, or into which such option shares thereby become convertible, shall immediately be subject to the restrictions set forth herein. In order to enforce such restriction, the Company may impose stop-transfer instructions with respect to the option shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this subsection. This subsection shall not apply to option shares registered in the public offering under the Securities Act, and Grantee shall be subject to this subsection only if the directors and officers of the Company are subject to similar arrangements.
Hold Back. The Contractor may hold back an amount not to exceed five percent (5%) of the gross amount earned by the Dependent Contractor in the first sixty (60) days of employment. Upon completion of employment, satisfactory proof must be furnished to the Contractor that all indebtedness and/or obligations incurred by the Dependent Contractor in connection with the project on which they are engaged have been discharged. Such hold back will be paid within twenty (20) days of the required proof being given.
Hold Back. Any Tranche 2 Consideration earned but not yet paid at any Installment Payment Date shall be available to the Purchaser for the satisfaction of any Loss arising during the Indemnified Period (“Hold Back Amount”) in respect of:
(i) the amount of any Substantiated Claim for breaches of, or inaccuracies in, the Warranties given by the Sellers and/or the Warrantors herein or the nonfulfillment of, or failure to perform, any covenant or agreement on the part of any Seller and/or Warrantor contained in this Agreement or the Transaction Documents and/ or brought by the Purchaser against any or all Warrantors and/or Sellers pursuant to the indemnifications granted under Section 10; or
(ii) a bona fide estimate of Loss where a Claim has been duly made by the Purchaser in respect of any of the matters referred to in paragraph (i) above but such claim has not become a Substantiated Claim and provided always that once such Claim has become a Substantiated Claim (“Resolution”) any excess of the Hold Back Amount over the actual Loss shall be paid to the Sellers and/or Warrantors within 15 days of Resolution. The Purchaser may set off and apply any such amounts owed to it by the Sellers or Warrantors (as the case may be) against the Hold Back Amount to reduce the amount of any Tranche 2 Installment due to any Seller or Warrantor in proportion to the amount prospectively due to each Seller or Warrantor and the amount of any Hold Back in respect of breach of the Warranties shall be held back from the Warrantors only. For the avoidance of doubt, this Section 2.02(h) does not limit in any way the liability of the Sellers to the Purchaser for any breach of this Agreement.
Hold Back. In the event that the Company effects an underwritten public offering of any security, the Holder agrees, if requested by the managing underwriters, not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Common Stock (except as part of the underwritten offering) during the 90-day period commencing with the effective date of the registration statement for the offering.
Hold Back. The Contractor may hold back an amount not to exceed five percent (5%) of the gross amount earned by the Owner Operator/Dependent Contractor in the first sixty (60) days of employment. Upon completion of employment, satisfactory proof must be furnished to the Contractor that all indebtedness and/or obligations incurred by the Owner Operator/Dependent Contractor in connection with the project on which he is engaged have been discharged. Such holdback will be paid within twenty (20) days of the required proof being given. (Association to provide format of form for reimbursement.)
Hold Back. The Hold Back for an Owner-Operator is $3,000.00, which is deducted at a rate of $100.00 per week, until the $3,000.00 accrues. Interest is paid on the Hold Back after $2,000.00 accrues.