Indemnification Escrow Shares. Notwithstanding anything to the contrary in the other provisions of this Section 3.1, Purchaser shall withhold from the Purchaser Merger Shares otherwise issuable to the Escrow Participant pursuant to this Section 3.1 such number of Purchaser Class A Ordinary Shares as determined in accordance with Section 1.36.
Indemnification Escrow Shares. Parent shall direct its transfer agent to: (i) issue, in the name of each Holder, the Indemnification Escrow Shares multiplied by such Holder's Pro Rata Share, for each such Holder rounded down to the nearest whole share and (ii) deposit such Indemnification Escrow Shares with the Escrow Agent to hold in escrow as security in respect of the indemnification payment obligations of the Holders set forth in Article 8.
Indemnification Escrow Shares. 29 ARTICLE VI DEFINITIONS...................................................... 29 ARTICLE VII
Indemnification Escrow Shares. The Acquisition Escrow Shares ----------------------------- delivered to the Escrow Agent pursuant to Section 1.6 of this Agreement shall secure the indemnification obligations of the Company Stockholder as set forth in this Agreement.
Indemnification Escrow Shares. To secure Seller’s obligations under Article XI, the Indemnification Escrow Shares shall be withheld at Closing from the Purchaser Shares payable under Section 1.1 and delivered at Closing to the Escrow Agent to be held by the Escrow Agent pursuant to the Escrow Agreement.
Indemnification Escrow Shares. A number of Shares equal to $250,000 divided by an amount equal to the average per share price of the "last trade" quoted on Nasdaq for the ten trading days immediately preceding April 14, 1999 and will be held in escrow (remaining after payment of any claims by Purchaser against the escrow and not subject to any unresolved claims by Purchaser against the escrow), will be transferred to Company on the twelve month anniversary of the Closing Date, PROVIDED Company has fulfilled its indemnification obligations under Sections 2.2, 5.5, and 8 of this Agreement in accordance with Section 2(e) of the Escrow Agreement.
Indemnification Escrow Shares. The Buyer Common Shares deposited pursuant to this Section 2(a) shall be referred to herein as "Indemnification Escrow Shares". The Indemnification Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to accept delivery of the Indemnification Escrow Shares and to hold the Indemnification Escrow Shares in an escrow account (the "Escrow Account"), subject to the terms and conditions of this Agreement.
Indemnification Escrow Shares. Notwithstanding anything to the contrary in the other provisions of this Article III, Parent shall withhold from the shares of Aggregate Closing Merger Consideration otherwise issuable to the Escrow Participants pursuant to this Article III the Indemnification Escrow Shares. Such Indemnification Escrow Shares shall be issued in the name of the Escrow Participants and deposited with the Indemnification Escrow Agent and held in accordance with the terms of the Indemnification Escrow Agreement.
