Dissenting Share Payments. Any amounts to be paid to a Stockholder that is attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL. With respect to any amounts that are attributable to a Dissenting Share, such amounts shall be withheld by Parent for distribution to the holder thereof in accordance with Sections 2.6 and 2.8 following the first to occur, with respect to such Dissenting Share, of either (i) the withdrawal or loss of the right to appraisal pursuant to Section 262 of the DGCL or (ii) the perfection of appraisal rights pursuant to Section 262 of the DGCL.
Dissenting Share Payments. Any and all Losses hereunder shall bear interest from the date incurred until paid at the rate of 6% per annum.
Dissenting Share Payments. “Dissenting Share Payments” shall have the meaning set forth in Section 1.9(c) of the Agreement.
Dissenting Share Payments. The Indemnifying Parties shall not have any right of contribution from, and may not seek indemnification or advancement of expenses from, the Primaeva, Syneron, or the Surviving Company with respect to any Loss claimed by an Indemnified Party.
Dissenting Share Payments. With respect to any Dissenting Shares (i) for which the appraisal rights are subsequently lost or withdrawn or (ii) for which the Surviving Corporation shall be obligated under Section 30-1-1324 of the IBCA to pay the estimated fair value of the Dissenting Shares, Parent shall direct the Paying Agent promptly to pay or cause to be paid the amount that is necessary to distribute to Shareholders pursuant to Sections 2.6 and 2.9 in the same manner as provided in Section 2.12(b). With respect to Dissenting Shares for which the appraisal rights have been properly perfected pursuant to the IBCA and have not been subsequently lost or withdrawn, upon the final determination of the amount due in respect of such Dissenting Shares in accordance with the IBCA and subject to any consent required under Section 2.9(c), the Surviving Corporation shall pay or cause to be paid such amounts and any amounts paid to the holders of Dissenting Shares in excess of the consideration that such holders would otherwise have been entitled to receive pursuant to ARTICLE II if such shares were not Dissenting Shares shall constitute Indemnified Dissenting Shares Losses for which Parent is entitled to indemnification in accordance with ARTICLE XIII.
Dissenting Share Payments. Any amounts to be paid to a Stockholder (or the Escrow Agent or Representatives on behalf of such Stockholder) that is attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Subchapter H of Chapter 10 of the TBOC. With respect to any Closing Cash Consideration, Closing Stock Consideration and other cash amounts that are attributable to a Dissenting Share, such amounts shall be withheld by Parent for payment to the holder thereof in accordance with this Agreement or as required pursuant to Subchapter H of Chapter 10 of the TBOC.
Dissenting Share Payments. As used in this Agreement, “Indemnifiable Damages,” when referring to damages for which the Shareholder Parties (defined below) are entitled to indemnification hereunder, means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including reasonable counsel and paralegal fees and expenses) incurred or suffered by the Shareholder Parties to the extent resulting from (i) any breach by Parent, Trintech, Inc. or Merger Sub of any representation or warranty made by Trintech, Inc. or Merger Sub in this Agreement; or (ii) any violation by Parent, Trintech, Inc. or Merger Sub of any covenant or agreement made by Parent, Trintech, Inc. or Merger Sub in this Agreement (unless waived in writing by the Shareholder Party making the claim). AGREEMENT AND PLAN OF MERGER PAGE 37 Notwithstanding the foregoing, Indemnifiable Damages shall not include Indirect Damages. Furthermore, Indemnifiable Damages shall be net of (i) any recoveries under insurance policies or indemnities from third parties, and/or (ii) any tax benefits that arise in connection with the occurrences of such Indemnifiable Damages.
Dissenting Share Payments. The Stockholders shall ----------- not have any right of contribution from the Company or Parent with respect to any Loss claimed by an Indemnified Party.
Dissenting Share Payments. Any amounts to be paid to a Stockholder that are attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL or Chapter 13 of the CCC.
Dissenting Share Payments. After the Closing, each EUSA Stockholder, severally and not jointly, will indemnify and hold harmless the Indemnitees from and against all Losses, directly or indirectly, relating to or arising from any inaccuracy or breach of any representation, warranty covenant or other agreement set forth in the Letter of Transmittal executed by such EUSA Stockholder.
