Holdback Sample Clauses

Holdback. In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.
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Holdback. With respect to any underwritten offering of Registrable Securities by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf Registration Statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and sixty (60) days following the effective date of such offering or such longer period up to ninety (90) days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to ninety (90) days as may be requested by the managing underwriter. “Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or Company Subsidiaries or in connection with dividend reinvestment plans.
Holdback. With respect to any underwritten offering of Registrable Securities by the Shareholders or other Holders pursuant to Section 2.1, the Company agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Shelf Registration Statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed 30 days prior and 90 days following the effective date of such offering or such longer period up to 180 days as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to 180 days as may be requested by the managing underwriter.
Holdback. For each Project, the Province may hold back funding in accordance with section A.4.12 (Retention of Contribution).
Holdback. Seller and Buyer agree that a number of Buyer Shares valued at $200,000 (based on the Closing Buyer Share Price) (the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is six (6) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Holdback Amount indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parentshall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims.
Holdback. You agree not to effect any public sale or distribution of any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180 days after the effectiveness of any underwritten Demand Registration or any underwritten Piggyback Registration (as such terms are defined in the Registration Agreement), except as part of such underwritten registration if otherwise permitted.
Holdback. With respect to any underwritten offering of Registrable Securities by the Investor or other Holders pursuant to this Section 3.12, the Company agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period not to exceed ten (10) days prior and ninety (90) days following the effective date of such offering as may be requested by the managing underwriter. The Company also agrees to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in such form and for such time period up to ninety (90) days as may be requested by the managing underwriter. “Special Registration” means the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, members of management, employees, consultants, customers, lenders or vendors of the Company or the Company Subsidiaries or in connection with dividend reinvestment plans.
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Holdback. Each Holder entitled pursuant to this Agreement to have Registrable Securities included in a registration statement prepared pursuant to this Agreement, if so requested by the Underwriters’ Representative or Agent in connection with an offering of any Registrable Securities, shall not effect any public sale or distribution of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten or agented registration), during the fifteen (15) day period prior to, and during the ninety (90) day period beginning on, the date such registration statement is declared effective under the Securities Act by the Commission, provided that such Holder is timely notified of such effective date in writing by the Company or such Underwriters’ Representative or Agent. In order to enforce the foregoing covenant, the Company shall be entitled to impose stop-transfer instructions with respect to the Registrable Securities of each Holder until the end of such period.
Holdback. In connection with any underwritten public offering of the Company’s, any successor corporation of the Company’s or Yankee Holding’s equity securities, Executive agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such registered public offering, provided that MDCP and, if applicable, its Affiliates shall enter into a holdback, lockup or similar agreements on terms no less restrictive than those imposed on Executive.
Holdback. If by the Closing Date, the aforementioned repairs are not complete and the post-repair Certificates of Occupancy have not been delivered to Purchaser, then, at Closing, the Sycamore Creek Property Seller shall direct Escrow Agent to hold back a sum of money equal to the costs to complete the repairs to the down units as of the Closing Date, plus an amount equal to the Loss Rent Amount for each month from the Closing Date through the Sycamore Completion Date (the “Sycamore Creek Holdback”). The Sycamore Creek Holdback shall be held by Escrow Agent in an interest bearing account until disbursed in accordance with this Section. Provided the same occurs prior to the Sycamore Completion Date, upon the delivery of the post-repair Certificates of Occupancy for all damaged units at the Sycamore Creek Property to Purchaser’s Designated Entity with respect thereto, Escrow Agent shall release from the Sycamore Creek Holdback (i) to Purchaser’s Designated Entity for the Sycamore Creek Property the Lost Rent Amount for the period between the Closing Date for the Sycamore Creek Property, and the date that is thirty (30) days after the delivery of the Certificates of Occupancy, and (ii) to Seller, the balance of the Sycamore Creek Holdback. If the Sycamore Creek Property Seller shall fail to deliver the post-repair Certificates of Occupancy for all damaged units at the Sycamore Creek Property to Purchaser’s Designated Entity prior to the Sycamore Completion Date, then on the Sycamore Completion Date, Escrow Agent shall release the entire Sycamore Creek Holdback to Purchaser’s Designated Entity with respect to the Sycamore Creek Property, and Purchaser’s Designated Entity shall assume the completion of the repairs.
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