Hold Back Sample Clauses

Hold Back. (a) (i) ▇▇▇▇ shall hold back an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000.00) of the Purchase Price, subject to possible reduction pursuant to Section 1.4(b) (the “General Hold Back”), plus an amount equal to Two Hundred Thousand Dollars ($200,000.00) of the Purchase Price (the “Funded Debt Hold Back” and, together with the General Hold Back, the “Hold Back”). The amount of the Hold Back shall be deposited by ▇▇▇▇ with U.S. Bank National Association, Corporate Trust Group, a national banking association (the “Escrow Agent”), to be held pursuant to an Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”) for later distribution pending the determination of (A) the amount of the Post-Closing Equipment Condition Adjustment pursuant to Section 1.4(b), (B) the Working Capital Adjustment and the Net Equipment Adjustment pursuant to Sections 1.4(b) and 1.4(c), (C) the amount, if any, of Funded Debt not repaid at Closing determined pursuant to Section 1.4(a)(ii) and (D) the Shareholders’ indemnity obligations pursuant to Section 7; provided, however, that the Escrow Agreement will provide that any amounts remaining in the Hold Back that are not the subject of pending claims (for payment of the Purchase Price pursuant to Sections 1.4(b) and 1.4(c), to repay Funded Debt pursuant to Section 1.4(a)(ii) or pursuant to Section 7) shall be released to the Shareholders on July 18, 2006, with respect to the Funded Debt Hold Back, and November 6, 2006, with respect to the General Hold Back, in each case, pro rata based on their respective ownership of the Corporation’s Stock immediately prior to the Closing. The parties hereby acknowledge and agree that the Hold Back shall be treated as an installment obligation for purposes of Section 453 of the Code, and no party shall take any action or filing position inconsistent with such characterization.

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. Agreements -------------------- a. By Holders of Restricted Stock ------------------------------ Upon the written request of the managing underwriter of an underwritten offering to the Holders of the Company's securities pursuant to Section 2 or 3 above, a Holder of Restricted Stock shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Restricted Stock (other than those included in such Registration) without the prior written consent of such managing underwriter for a period (not to exceed 90 days after the effective date of such Registration) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering; provided that no Holder of Restricted Stock shall be bound by this Section 4(a) unless such Holder is permitted to include any of such Holders' Restricted Stock then held by such Holder in such Registration equal to the number of shares of Restricted Stock that such Holder could sell during such 90-day period under Rule 144 of the Securities Act. b. By the Company -------------- The Company agrees not to effect any public or private sale or distribution of its Equity Securities during the 60-day period prior to, and during the 135-day period after, the effective date of each underwritten offering made pursuant to a registration under Section 2 above, if so requested in writing by the managing underwriter (except as part of such underwritten offering or pursuant to registrations on Forms S-4 or S-8).

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. 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. 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 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.