Holdback Obligations Sample Clauses

Holdback Obligations. Each holder of Registrable Securities agrees not to effect any public sale or distribution of equity securities of the Company, or any securities convertible, exchangeable or exercisable for or into such securities, during the fifteen (15) days prior to, and the 90-day period beginning on, the effective date of any underwritten Demand Registration (except as part of such underwritten registration), unless (i) the managing underwriters of the registered public offering otherwise agree or (ii) the executive officers, directors and 10% stockholders of the Company shall not be similarly restricted.
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Holdback Obligations. Each holder of Registrable Securities agrees not to make, during the seven days prior to and the 90 days after the effective date of an underwritten registration by the Company, any public sale or distribution of any of its Registrable Securities (except as part of the underwritten registration or pursuant to a registration on Form S-8 or any successor or comparable forms), including a sale pursuant to Rule 144, unless the managing underwriter agrees otherwise. The Company agrees not to make any public sale or distribution of any of its equity securities or any securities convertible into or exchangeable or exercisable for any of its equity securities, including a sale under Regulation D of the Securities Act or under any other exemption of the Securities Act (except as part of the underwritten registration or pursuant to a registration on Form X-0, Xxxx X-0 or any successor or comparable forms), during the seven days prior to and the 90 days after the effective date of any underwritten registration by the Company, unless the managing underwriter agrees otherwise. The Company also agrees to use reasonable efforts to cause each holder of at least 5% (on a fully-diluted basis) of its equity securities or any securities convertible into or exchangeable or exercisable for any of its equity securities, purchased from the Company at any time on or after the date of this Agreement (other than pursuant to a registration), and shall cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of its equity securities who is selling securities pursuant to an underwritten registration, to agree not to make any public sale or distribution of those securities, including a sale pursuant to Rule 144 (except as part of the underwritten registration or pursuant to a registration on Form S-8 or any successor or comparable forms), during the seven days prior to and the 90 days after the effective date of the registration, unless the managing underwriter agrees otherwise. Notwithstanding anything to the contrary herein, this Section 1.9 shall not apply to any of the Investors, or their partners, members or shareholders.
Holdback Obligations. Unless otherwise agreed to by the Moneyline Stockholders, each Management Stockholder agrees (a) not to effect any sale or distribution of equity securities of the Company, or any securities convertible, exchangeable or exercisable for or into such securities, during the seven (7) days prior to, and the 180-day period beginning on, the effective date of any underwritten public offering of Common Stock registered under the Securities Act (except as part of such underwritten registration), unless the managing underwriters of the registered public offering otherwise agree and (b) to enter into such standstill agreements and related agreements as such managing underwriters may request.
Holdback Obligations. Unless otherwise agreed to by the OEP Stockholders, each Stockholder agrees that, in the case of any underwritten offering of Shares of Common Stock, each holder of Shares of Common Stock agrees, if and to the extent requested in good faith, in writing, by the managing underwriter or underwriters administering such offering as promptly as practicable (but in any event prior to the commencement of the seven-day period referred to below), not to effect any public sale or distribution of Shares of Common Stock, or any securities convertible, exchangeable or exercisable for or into Shares of Common Stock, during the seven (7) days prior to, and the one hundred eighty (180) day period beginning on, the effective date of any underwritten offering; provided, that:
Holdback Obligations. Unless the managing underwriter of the relevant underwritten Demand Registration (as defined in the Registration Rights Agreement) or an underwritten Piggyback Registration (as defined in the Registration Rights Agreement) otherwise agrees, each of Pamexx X. Xxxxxx, Xxrl X. Xxxxxx xxx the Lopker Trust shall not, and shall not permit any of the other Lopker Stockholders (as defined in the Stockholders' Agreement) to, effect any public sale or distribution of equity securities issued by the Company, or any securities convertible, exchangeable or exercisable for or into such securities, during the 14 days prior to, or during the 90-day period beginning on, the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which the holders of Registrable Securities (as defined in the Registration Rights Agreement) are selling stockholders 42 (except as part of such underwritten registration or pursuant to registrations on Forms S-4 or S-8 or any successor forms).
Holdback Obligations. Each Stockholder agrees (i) not to effect any sale or distribution of equity securities of the Company, or any securities convertible, exchangeable or exercisable for or into such securities, during the seven (7) days prior to, and the 180-day period beginning on, the effective date of any underwritten public offering of Common Stock registered under the Securities Act (except as part of such underwritten registration), unless the managing underwriters of the registered public offering otherwise agree and (ii) to enter into such standstill agreements as such managing underwriters may request.
Holdback Obligations. Holdback Obligations" shall mean the obligation of Seller, or any Affiliate of Seller, to pay to a person or entity the deferred purchase price or other obligations remaining unpaid or unperformed pursuant to a Dealer Purchase Agreement.
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Holdback Obligations. Unless otherwise agreed to by the holders representing a majority of the shares of Common Stock then outstanding originally issued to the Original Investors, each Shareholder agrees to be bound by the holdback obligations set forth in Section 4.1 of the Registration Rights Agreement.

Related to Holdback Obligations

  • Indemnity Obligations Secured by Collateral; Survival Any amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Obligations secured by the Collateral. The indemnity obligations of each Assignor contained in this Article VIII shall continue in full force and effect notwithstanding the full payment of all of the other Obligations and notwithstanding the full payment of all the Notes issued, and Loans made, under the Credit Agreement, the termination of all Letters of Credit issued under the Credit Agreement, the termination of all Interest Rate Protection Agreements and Other Hedging Agreements entered into with the Other Creditors and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

  • Indebtedness and Contingent Obligations As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

  • Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

  • Unfunded Obligations The grant of the Performance Share Units and any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • CONDITIONS TO THE OBLIGATIONS OF EACH PARTY. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following conditions:

  • Obligation to Make Expense Advances Upon receipt of a written undertaking by or on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified therefore by the Company hereunder under applicable law, the Company shall make Expense Advances to Indemnitee.

  • Advances; Payments (i) Lenders shall refund or participate in the Swing Line Loan in accordance with clauses (iii) and (iv) of Section 1.1(c). If the Swing Line Lender declines to make a Swing Line Loan or if Swing Line Availability is zero, Agent shall notify Lenders, promptly after receipt of a Notice of Revolving Credit Advance and in any event prior to 1:00 p.m. (New York time) on the date such Notice of Revolving Advance is received, by telecopy, telephone (promptly confirmed thereafter by telecopy or other form of written transmission) or other similar form of written transmission. Each Lender shall make the amount of such Lender's Pro Rata Share of such Revolving Credit Advance available to Agent in same day funds by wire transfer to Agent's account as set forth in Annex H not later than 3:00 p.m. (New York time) on the requested funding date, in the case of an Index Rate Loan, and not later than 11:00 a.m. (New York time) on the requested funding date, in the case of a LIBOR Loan. After receipt of such wire transfers (or, in the Agent's sole discretion, before receipt of such wire transfers), subject to the terms hereof, Agent shall make the requested Revolving Credit Advance to Borrower. All payments by each Lender shall be made without setoff, counterclaim or deduction of any kind.

  • Indebtedness Payments (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or lease obligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders.

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