Indemnification Shares Sample Clauses

Indemnification Shares. At Closing each of the Selling Shareholders (and the Purchaser, acting on behalf of the Selling Shareholders, with respect to the certificate delivered to the Purchaser under Section 1.8) shall deposit in escrow with a trust company or other corporation authorized to act as trustee (the "TRUST COMPANY"), acting as escrow agent under the Escrow Agreement, one or more share certificate(s) representing that number of Parent Common Stock and/or Exchangeable Shares which is described next to such Selling Shareholder's name in SCHEDULE 1.6 hereto (collectively the "INDEMNIFICATION SHARES") and such shares shall be delivered and held on the terms and conditions contained in the Escrow Agreement to partially secure the indemnification obligations of the Shareholders set forth in Article VI and the terms of the Offer shall also provide that each depositing Shareholder shall agree to be bound by the terms of the Escrow Agreement and, at Closing, shall deposit that number of Parent Common Stock and/or Exchangeable Shares indicated in the Offer to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.

Indemnification Shares. The Company Indemnified Parties shall be indemnified by the Acquiror by the Acquiror issuing to the Company Indemnified Parties an additional number of Acquiror Shares equal to the aggregate amount of the Damages suffered by the Company Indemnified Parties, divided by the market value of the Acquiror Common Stock to be calculated using the average of the closing price as quoted on the Over the Counter Bulletin Board (or such other public trading market on which the Acquiror’s Common Stock may be trading at such time) for the thirty (30) trading days immediately prior to the date that such amount of Damages is determined by a court of competent jurisdiction or pursuant to a binding settlement agreement among the Acquiror and the Company Indemnified Parties (the “Market Value”).

Indemnification Shares. The parties agree that if it is determined that IFT is entitled to indemnification pursuant to Paragraph 11.4, then at the option of IFT's Board of Directors, TNCI shall compensate IFT by issuing to IFT shares of TNCI Common Stock. The number of shares to be issued pursuant to this paragraph (the "Indemnification Shares") shall be determined by dividing the dollar amount of TNCI's obligation for indemnification by the average of the closing prices of the TNCI Common Stock as reported on the principal trading market for TNCI Common Stock for the twenty (20) trading days immediately preceding the date that the notice of claim is given to TNCI. The parties agree that this measure of damages is equitable in light of the method of payment of the Purchase Price.

Indemnification Shares. 10 1.7 Tax and Accounting Treatment.....................................................10 ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND EXCHANGECO..................10

Indemnification Shares. 7 1.7 Delivery of Escrow, Employment and Non-Competition Agreements.......................................8 1.8 Endorsement and Delivery of Certificates............................................................8 1.9 Adjustment to Consideration Payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇..............................................8 1.10 Waiver of Shareholders' Rights.....................................................................10 1.11 Audited Financial Statements.......................................................................10 1.12

Indemnification Shares. Ten percent (10%) of the total number of Shares (250,000 shares) shall constitute the “Indemnification Shares” and shall be available to compensate the Acquiror and Merger Sub pursuant to the indemnification obligations of the Indemnifying Parties pursuant to Section 5.2.

Indemnification Shares. In accordance with the provisions of Section ---------------------- 4.5 (c) hereof, the Buyer and the Company Stockholder have agreed that to the extent that the Buyer has a Claim for Buyer's Damages, in each case as defined in Article IV hereof, that Buyer shall seek to satisfy such claim, first against the Acquisition Escrow Shares and, second by requiring the Company Stockholder to satisfy such Claim by delivering to the Buyer Indemnification Shares, as defined in Section 4.5 (c). In that connection, the Buyer shall be prohibited from transferring 59,618 Shares of Buyer Common Stock (the "Reserved Shares") received as Acquisition Consideration until the later of (1) with respect to all of the Reserved Shares, one year after the Closing and (2) with respect to Claimed Shares, as defined below, until a final resolution of such Claim has been effected. "Claimed Shares" shall mean all or a portion of the Reserved Shares with respect to which a Claim has been made by the Buyer prior to the first anniversary of the Closing. A portion of the Acquisition Consideration to be delivered to the Company Stockholder at the Closing shall consist of a stock certificate representing the Reserved Shares (the "Reserved Shares Certificate"). The Reserved Shares Certificate shall bear the following legend: "The shares represented by this certificate are subject to certain restrictions and limitations on transfer set forth in a stock purchase agreement between the corporation and the holder hereof, a copy of which agreement may be inspected by the holder of this certificate at the principal offices of the corporation, or furnished by the corporation to the holder of this certificate upon written request without charge." Upon the request of the Company Stockholder at any time after the first anniversary of the Closing, the Buyer shall direct its transfer agent to remove the foregoing legend with respect to all of the Reserved Shares other than Claimed Shares.

Indemnification Shares. (a) The Indemnification Shares will be deposited by WCA Parent at the Closing with BOKF, NA dba Bank of Texas (the “Escrow Agent”) in accordance with the terms and conditions of an escrow agreement, in form reasonably satisfactory to all Parties (the “Escrow Agreement”), and will be distributed by the Escrow Agent in accordance with Section 2.2(b). (b) The Indemnification Shares shall be held in the Escrow Fund to satisfy the indemnification obligations of EWS Holdings pursuant to Article 6 and shall be held in the Escrow Fund pursuant to the terms of the Escrow Agreement and Section 6.5 (i), in the case of the First Indemnification Shares, until May 29, 2011; provided, that, in the event that any Claim has been made by a WCA Indemnified Person pursuant to Article 6 or in the event that WCA Parent believes in good faith that all Accounts Payable of the Emerald Companies have not been paid in full by such date, such later date as WCA Parent provides an Accounts Payable Notice (as defined in the Escrow Agreement) to the Escrow Agent or such later date as provided in the Escrow Agreement, and (ii) in the case of the Second Indemnification Shares, until the third anniversary of the Closing Date.

Indemnification Shares. At the Closing, DGLP shall deliver an aggregate of 4,832,000 shares of the Merger Stock (the "Indemnification Shares") allocated to B▇▇▇▇ ▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“Escrow Shareholders”) to the Escrow Holder of the Holdback Escrow. The Escrow Agent shall hold the Indemnification Shares in accordance with the terms of the Holdback Escrow Agreement and this Merger Agreement for the purpose of providing shares of DGLP common stock that can be canceled at a value of $0.05 per share to indemnify DGLP pursuant to Section 8.2. The Indemnification Shares shall be held for the account of DGLP and, to the extent not so used to indemnify DGLP, shall be distributed to the Escrow Shareholders in accordance with their interests as reflected in the schedule delivered to the Escrow Holder of the Closing Escrow, upon termination of the Holdback Escrow which shall automatically occur on the date falling thirty (30) days following the Representations and Warranties Expiration Date unless a claim is properly filed as set forth in therein.