Holdback Shares. Subject to the terms and conditions of this Agreement, Parent shall retain and hold back from issuance the Holdback Shares, at such time and in such proportion as the Base Stock Consideration is issued to Company Members in accordance with Section 2.3(d).
Holdback Shares. At Closing, Purchaser shall issue the Holdback Shares to the Seller, provided, however, that the Holdback Shares shall be subject to forfeiture to Purchaser in accordance with Section 7.8, for no consideration payable to the applicable holder of such Holdback Shares (the “Holdback Forfeiture Condition”). On the date [***] days after the Survival Date (the “Release Date”), the Holdback Forfeiture Condition shall expire with respect to the number of Holdback Shares equal to the then remaining Holdback Shares as of the Release Date and shall be, to the extent such number of shares exceeds the aggregate value of all Unresolved Claims as of the Release Date, issued to Seller (or if Seller has been dissolved at such time, to the Stockholders who have executed a Stockholder Package). Any portion of the Holdback Shares that is retained to satisfy such Unresolved Claims shall be referred to as the “Retained Amount.” Following the Release Date, once an Unresolved Claim is finally resolved, then, promptly upon the final resolutions of such Unresolved Claim, the Holdback Forfeiture Condition shall expire with respect to the number of Holdback Shares equal to the amount not required to satisfy such claim, if any, to the extent that the portion of the Retained Amount not permanently withheld by Purchaser as of such time exceeds the aggregate of all amounts then subject to Unresolved Claims, issued to Seller (or if Seller has been dissolved at such time, to the Stockholders who have executed a Stockholder Package).
Holdback Shares. A total of Five Hundred Thousand (500,000) shares of Common Stock (such shares, less any shares that are withheld to satisfy Assignor’s indemnity obligations as set forth in Section 10.2 below referred to as the “Holdback Shares”), will be issued no later than March 31, 2010 (or, if the Merger has not been completed by that date, then within ten (10) business days after the earlier to occur of the closing of the Merger or the Subsequent Closing). In the event that Assignee is a party to a merger transaction that is completed before the Holdback Shares are issued in which the Common Stock of Assignee is converted into the right to receive shares of the surviving corporation (or its parent) in the merger, the term “Holdback Shares” shall mean such number and kind of shares of stock as would be issuable in the merger with respect to the number of Holdback Shares that Assignor is entitled to receive. The Holdback Shares shall initially be registered in the name of, and be deposited with, a person or third party institution satisfactory to Assignee as escrow agent (the “Escrow Agent”) as nominee for Assignor pursuant to a customary escrow agreement. As a condition of issuing the Holdback Shares to the Escrow Agent as described above, Assignor agrees to execute such a customary escrow agreement as Escrow Agent and Assignee may reasonably request. Such shares shall be beneficially owned by Assignor. During the period that the Holdback Shares are held by the Escrow Agent, Assignor (and any other permitted holder of Holdback Shares) will retain and will be able to exercise all voting, dispositive, and other incidents of ownership of the Holdback Shares, to the extent consistent with the terms and conditions of this Agreement.
Holdback Shares. The Holdback Shares shall be registered in the name of the Target Shareholder, and shall be held by the Acquiror, in its capacity as Holdback Agent, such shares and any Additional Holdback Shares to constitute the Holdback Fund and to be governed by the terms set forth herein. In the event Acquiror issues any Additional Holdback Shares, such shares will be issued in the name of the Target Shareholder and held by the Holdback Agent in the same manner as the Holdback Shares delivered at the Closing. Once released from the Holdback Fund, shares of Acquiror Common Stock shall cease to be Holdback Shares and Additional Holdback Shares.
Holdback Shares. “Holdback Shares” shall mean a number of shares of Parent Stock equal to $150,000 divided by the Parent Stock Price, rounded up to the nearest whole share.
Holdback Shares. The applicable portion of the Holdback Buyer Shares shall be delivered to Owners on the Holdback Release Date in accordance with their respective Pro Rata Portions, subject to the terms of this Section 2.8. Without limitation to the rights and remedies of Buyer, Buyer shall have the right to satisfy (i) the amount of any Aggregate True-Up Payment owed to it pursuant to Section 2.7, and (ii) the amount of any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement, in each case by deducting from the Holdback Buyer Shares, a number of shares equal in value to such Aggregate True-Up Payment, claim for indemnification or payment of damages, with the value of each Holdback Buyer Share for such purpose to be equal to the Per Share Value.
Holdback Shares. If and to the extent that the Escrow Agent does not hold sufficient Holdback Shares to cover the obligation, then the Sellers (or, to the extent applicable, the Trust) shall be personally obligated to make a payment to Calavo for the deficit. In order to allow the Escrow Agent to instruct Calavo’s transfer agent to transfer shares to Calavo in satisfaction of a claim, the Trust shall deliver two duly executed stock assignments in blank to the Escrow Agent at the Closing. The Escrow Agent is authorized to complete such assignments and deliver them to Calavo’s transfer agent if a Seller becomes liable to make a payment to Calavo under this Agreement.
Holdback Shares. (a) On the day following the last day of the Survival Period (the “Release Date”), the Acquiror shall issue the Holdback Shares to such Persons as directed by TAG, in its capacity as the sole shareholder of B2B and Fintech, subject to compliance with applicable Law, pursuant to the terms of this Section 10.4. The Acquiror shall be entitled to retain some or all of the Holdback Shares only in the following circumstances:
Holdback Shares. The Escrow Agent shall distribute to each Participating Holder in accordance with such Participating Holder’s Pro Rate Share, subject to the terms and conditions of the Escrow Agreement, on the date that is the 366th day after the Closing Date, all of the then remaining Holdback Shares representing a value (based on the closing sale price per share of HoldCo Common Stock on Nasdaq, as reported in the New York City edition of The Wall Street Journal (or, if not reported thereby, as reported in another authoritative source) on the 365th day after the Closing Date) in excess of the sum of any amounts with respect to (i) which any Parent Entity or Surviving Corporation is entitled to, but has not yet received, indemnification, pursuant to this Article VIII (plus the amount of any income earned on such amount) and (ii) any unresolved claims for indemnification on such date (plus the amount of any income earned on such amount).
Holdback Shares. On the Closing Date the Buyer shall retain the Holdback Shares to be held by the Buyer (“Escrow Agent”) in escrow to satisfy any claims by Buyer against Seller or Shareholders for a period of up to one (1) year after the Closing Date (the “Escrow Period”), in accordance with the terms of this Agreement. At the end of each calendar month during the Escrow Period Buyer shall, in good faith, determine the amount of any claims under this Agreement and deliver to the Seller notice of the number of Holdback Shares to be disbursed to address any such claims by Buyer. Following the expiration of the Escrow Period, Buyer shall cause the remaining balance of the Holdback Shares, after the payment of all such claims and reservation of amounts reasonably deemed sufficient to satisfy unresolved claims, to be distributed by the Escrow Agent to Seller within five (5) Business Days in accordance with the terms of this Agreement. The costs and expenses associated with the establishment and maintenance of the Holdback Shares shall be borne by the Buyer.
