Common use of Holdback Shares Clause in Contracts

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. At ClosingIf any Holdback Shares are deliverable to the Pledgors pursuant to the Share Exchange Agreement and in accordance with this Agreement, Purchaser shall issue (i) the Escrow Agent covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Holdback Shares to the SellerPledgors, providedto the extent not done so in accordance with Section 2, howeverand (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly reissues such Holdback Shares in the applicable Pledgor’s name and delivers the same as directed by such Pledgor. Until such time as (if at all) the Holdback Shares are required to be delivered pursuant to the Share Exchange Agreement and this Agreement, any dividends payable in respect of the Holdback Shares and all voting rights applicable to the Holdback Shares shall be subject to forfeiture to Purchaser in accordance with Section 7.8retained by the Pledgors. Should the Escrow Agent receive dividends or voting materials, for no consideration payable such items shall not be held by the Escrow Agent, but shall be passed immediately on to the applicable holder of Pledgors and shall not be invested or held for any time longer than is needed to effectively re-route 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 items to the number of Holdback Shares equal to Pledgors. In the then remaining Holdback Shares as of event that the Release Date and shall be, to Escrow Agent receives a communication requiring 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 conversion of the Holdback Shares to cash or the exchange of the Holdback Shares for that is retained of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of the Pledgors; provided, that the cash or exchanged shares are instructed to satisfy such Unresolved Claims be redeposited into the Escrow Account. The Pledgors shall be referred to as the “Retained Amountresponsible for all taxes resulting from any such conversion or exchange.” 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. At Closing(a) If the Closing occurs, Purchaser shall issue the Holdback Shares to the Seller, provided, however, that the Holdback Shares shall be subject deposited with the Escrow Agent pursuant to forfeiture to Purchaser Section 2.3(b) and held by the Escrow Agent in escrow in accordance with Section 7.8, for no consideration payable the terms of this Agreement and the Escrow Agreement. If at any time on or prior to the applicable holder Holdback Deadline Purchaser delivers to Seller and the Escrow Agent a Claim Notice that Purchaser is entitled under Section 12.3 to indemnity, payment, and reimbursement from the balance of such the Holdback Shares for any alleged Damages, Seller shall, within thirty (the “Holdback Forfeiture Condition”). On the date [***] 30) days after the Survival Date receipt of any such Claim Notice, at its option either deliver to Purchaser and the Escrow Agent (i) written instructions instructing the “Release Date”), the Holdback Forfeiture Condition shall expire with respect Escrow Agent to the disburse to Purchaser a number of Holdback Shares then deposited with the Escrow Agent equal to the then remaining Holdback Shares quotient obtained by dividing (A) an amount equal to all or a stipulated amount of such alleged Damages set forth in such Claim Notice to such account(s) as Purchaser designates in such Claim Notice by (B) the Share Price, (ii) a notice that Seller disputes that the members of the Release Date Purchaser Group are entitled to indemnity, payment, and shall be, to the extent such number of shares exceeds the aggregate value reimbursement of all Unresolved Claims as or any portion (which shall be stipulated in Seller’s notice) of the Release Dateamount of the alleged Damages in Purchaser’s Claim Notice, issued or (iii) any combination of the foregoing. Failure of Seller to deliver a notice or the timely delivery of Seller’s notice stipulating that Seller (or if Seller has been dissolved at such time, to the Stockholders who have executed a Stockholder Package). Any disputes any portion of the amount of Damages to which Purchaser claims the member of the Purchaser Group are entitled shall constitute or be deemed to constitute notice that such amount in dispute shall not be released by the Escrow Agent to Purchaser and that the Escrow Agent shall continue to hold the applicable Holdback Shares that is retained to satisfy such Unresolved Claims shall be referred to as until 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 dispute has been dissolved at such timefully resolved by final non-appealable court order, to the Stockholders who have executed a Stockholder Package)arbitrator’s decision, settlement, or otherwise.

Holdback Shares. At Closing, Purchaser The Holdback Shares shall issue be delivered to Sellers on the Holdback Shares Release Date, subject to the Sellerterms of this Section 2.06. Without limitation to the rights and remedies of Buyer (including Buyer’s ability to withhold and set off against Milestone Payments pursuant to Section 2.03(d)), Buyer shall have the right to satisfy (i) any Post-Closing Adjustment owed to it pursuant to Section 2.05, (ii) any claim for indemnification or payment of damages to which Buyer may be entitled under this Agreement, (iii) any Buyer Shares issuable to Mediolanum in connection with the termination by the Company following the Closing of the Mediolanum Agreement, and (iv) any Buyer Shares issuable to Torreya pursuant to the terms of the Torreya Agreement (the “Torreya Holdback Payment” and, together with the Torreya Closing Payment and the Torreya Milestone Payment, the “Torreya Payments”), which payment shall be deemed a Transaction Expense hereunder, in each case by deducting from the Holdback Shares, Buyer Shares equal in value to such Post-Closing Adjustment, claim for indemnification or payment of damages, or shares issuable to Mediolanum and/or Torreya, with the value of each Buyer Share for such purpose to be equal to the VWAP Price as of the date when the applicable Post-Closing Adjustment or indemnification claim becomes payable hereunder, provided, however, that the Holdback Shares such resulting per-share price shall not 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 less than $2.4725 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 not be referred to as the “Retained Amountgreater than $4.5917.” 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).