Holdback Fund. (a) At the Effective Time, Acquirer shall withhold the Holdback Amount from the Total Merger Consideration issuable pursuant to Section 1.3(a) (the aggregate amount of shares of Acquirer Common Stock and cash so held by Acquirer from time to time, together with any non-taxable stock dividends declared and paid in respect of such shares, the “Holdback Fund”), which Holdback Fund shall be governed by this Agreement. The Holdback Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under this Article VI. Subject to Section 6.5, Acquirer shall hold the Holdback Fund until 11:59 p.m. Pacific Time on the date (the “Holdback Release Date”) that is fifteen months after the Closing Date. Except to the extent there is a cancellation of shares of Acquirer Common Stock held in the Holdback Fund in connection with the settlement of Indemnifiable Damages and subject to the terms of any applicable Vesting Agreement, shares of Acquirer Common Stock held in the Holdback Fund shall be treated by Acquirer as issued and outstanding stock of Acquirer, and the Converting Holders shall be entitled to exercise voting rights and to receive dividends with respect to such shares (other than stock dividends, which shall be withheld by Acquirer and included as part of the Holdback Fund and added thereto). The Converting Holders shall not receive interest or other earnings on the shares of Acquirer Common Stock or cash held in the Holdback Fund (other than as set forth in the immediately preceding sentence). Neither the Holdback Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Converting Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Converting Holder, in each case prior to the distribution of the Holdback Fund to any Converting Holder in accordance with Section 6.1(b), except that each Converting Holder shall be entitled to assign such Converting Holder’s rights to such Converting Holder’s Pro Rata Share of the Holdback Fund by will, to a revocable grantor trust for estate planning purposes, by the laws of intestacy or by other operation of law.
Holdback Fund. (a) At the Closing, Purchaser shall withhold the Holdback Amount from the Contingent Consideration payable and/or issuable to the Selling Securityholders pursuant to Section 1.5(a) (the aggregate amount of cash so held by Purchaser from time to time, the “Holdback Fund”). The Holdback Fund shall constitute partial security for the benefit of Purchaser (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Selling Securityholders under this Article IX. Subject to Section 9.4, Purchaser shall hold the Holdback Fund until 11:59 p.m. local time on the date (the “Holdback Release Date”) that is 12 months after the Closing (the “Holdback Period”). The Selling Securityholders shall not receive interest or other earnings on the cash in the Holdback Fund. Neither the Holdback Fund (including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Selling Securityholder or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Selling Securityholder, in each case prior to the distribution of the Holdback Fund to any Selling Securityholder in accordance with Section 9.1(b), except that each Selling Securityholder shall be entitled to assign such Selling Securityholder’s rights to such Selling Securityholder’s Pro Rata Share of the Holdback Fund by will, by the laws of intestacy or by other operation of law.
Holdback Fund. Following the Closing, and subject to and in accordance with the provisions of Section 8 hereof, Acquiror shall not distribute to the Target Shareholder but shall retain in the Holdback Fund (as defined in Section 8.1) one million two hundred fifty thousand (1,250,000) shares of the Acquiror Shares (the "Holdback Shares").
Holdback Fund. (a) Acquiror shall retain the Holdback Amount for the purpose of securing the indemnification obligations set forth in this Article VIII (the “Holdback Fund”). Except as specifically provided in this Agreement, no interest shall accrue or be due and owing to any Company Holder in any respect in connection with the Holdback Fund.
Holdback Fund. (a) At the Closing, Buyer will holdback the Indemnity Holdback Amount (such holdback of shares of Buyer Common Stock, the “Holdback Fund”), with such Holdback Fund to be available to compensate Buyer (on behalf of itself or any other Indemnified Person (as such term is defined in Section 9.2 below)) for Indemnifiable Damages (as such term is defined in Section 9.2 below) pursuant to the indemnification obligations of the Indemnifying Parties (as defined below); it being understood that any shares not subject to forfeiture that would be issuable
Holdback Fund. Parent shall issue the Holdback Shares, as the same may be reduced to offset indemnity claims pursuant to Section 9.02, on the eighteen-month anniversary of the Closing Date. In connection with such withholding of the Holdback Shares and as of the Effective Time, each Company Stockholder eligible to receive Parent Shares at the Closing pursuant to this Agreement will be deemed to have received and deposited with Parent each such holder’s pro rata interest in the Holdback Shares as determined as of the Closing by reference to the number of shares of Company Stock held by such holder immediately prior to Closing (on an as-converted to Company Common Stock basis), relative to the number of shares of Company Stock held by all Company Stockholders eligible to receive Parent Shares at the Closing, without any act of the Company Stockholders. The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute approval of the withholding of the Holdback Shares by Parent, the right of Parent to offset indemnity claims against the Holdback Shares, and of all the arrangements relating thereto, including, without limitation, the appointment of the Stockholders’ Representative.
Holdback Fund. (a) At the Effective Time, Parent shall withhold the Holdback Amount from the Merger Aggregate Consideration otherwise payable to each Company Holder pursuant to Section 1.2 and/or the Company Liquidity Bonus Plan in accordance with each such Company Holder’s Pro Rata Portion. The balance of the Holdback Fund shall accrue interest at the Applicable Rate from the Closing Date until the earlier to occur of (a) the release and payment of the Holdback Fund to the Company Holders pursuant to Section 8.6(b) and (b) the exhaustion of the Holdback Fund pursuant to claims for Indemnifiable Damages in accordance with this Article VIII. Subject to Section 8.1, Parent shall hold the Holdback Fund until 5:00 p.m. Pacific time on the Holdback Release Date.
Holdback Fund. Notwithstanding anything to the contrary contained in this Agreement, at the Effective Time, New REIT shall retain from the Merger Consideration and place into a segregated escrow fund to satisfy the indemnification obligations pursuant to Article 10, (a) from the General Partner and each Limited Partner receiving New REIT Shares in the Merger pursuant to Section 1.5(c)(i), a number of New REIT Shares, rounded down to the nearest whole share, equal to (i) the Holdback Percentage, times (ii) the number of New REIT Shares to be issued to such Person pursuant to Sections 1.5(c)(i) and 1.5(c)(ii) (all such shares, the “Holdback Shares”) and (b) from each Limited Partner receiving cash in the Merger pursuant to Section 1.5(c)(iii), an amount of cash equal to (i) the Holdback Percentage, times (ii) the aggregate amount of cash to be issued to such Limited Partner pursuant to Section 1.5(c)(iii) (all such, the “Holdback Cash” and, together with the Holdback Shares, the “Holdback Fund”).
Holdback Fund. Notwithstanding anything to the contrary contained in this Agreement, at the Effective Time, New REIT shall retain from the Consideration and place into a segregated escrow fund to satisfy the indemnification obligations pursuant to Article 9 (the “Holdback Fund”), a number of New REIT Shares, rounded down to the nearest whole share, equal to (a) the Holdback Percentage, times (b) the number of New REIT Shares to be issued to RLJ Development pursuant to Section 1.5(a) (such shares, the “Holdback Shares”).
Holdback Fund. (i) Notwithstanding anything to the contrary herein, Acquirer shall withhold from each Company Series A Stockholder’s applicable portion of the Aggregate Cash Consideration payable to such Company Series A Stockholder pursuant to Section 1.4(a) such Company Series A Stockholder’s Cash Pro Rata Share of the Cash Holdback Amount, to be held in accordance with Article VIII.
