Indemnification Shares. The Indemnification Shares shall be deposited with the Trustee in accordance with a Trust Agreement and shall be released as follows: (i) in the event that Ormat Technologies' Aggregate Operating Income (as defined below) is equal to or lower than US$ 200,000,000 – all the Indemnification Shares deposited with the Trustee shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance; (ii) in the event that Ormat Technologies' Aggregate Operating Income is higher than US$ 220,000,000, all of the Indemnification Shares shall promptly be released to the Seller, and (iii) in the event that Ormat Technologies' Aggregate Operating Income is between US$ 200,000,000 and US$ 220,000,000, a pro rata portion (calculated on a linear basis) of the Indemnification Shares shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance (e.g. if Ormat Technologies' Aggregate Operating Income is US$ 210,000,000, 1,000,000 Indemnification Shares shall be released to the Buyer free and clear of any Encumbrance) and the remaining Indemnification Shares shall be released to the Seller. Upon the deposit of the Indemnification Shares with the Trustee, the Seller shall grant the Trustee irrevocable instructions pursuant to which the Trustee shall be required to transfer the Indemnification Shares to the Buyer within 5 (five) business days of the Buyer's written notice (with a copy to the Seller) in accordance with the Buyer's instructions. For purposes of this Section 2.07, Ormat Technologies' Aggregate Operating Income shall be equal to the sum of (1) Ormat Technologies' operating income for calendar year 2012, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2012; and (2) Ormat Technologies' operating income for calendar year 2013, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2013.
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. 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. Ten percent (10%) of the 8x8 Shares (the "INDEMNIFICATION SHARES") shall be delivered into an escrow fund on behalf of the Shareholders only (the "ESCROW FUND") issued in the name of the Escrow Agent, to secure the indemnification obligations of the Shareholders set forth in Article X. The Indemnification Shares shall be delivered to the Shareholders out of the Escrow Fund in accordance with the Escrow Agreement and in such denominations as set forth on Exhibit A hereto.
Indemnification Shares. At the Closing, DGLP shall deliver an aggregate of 4,832,000 shares of the Merger Stock (the "Indemnification Shares") allocated to Bxxxx Xxxx and Dxxxx Xxxxxxxxx (“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.
Indemnification Shares. 10 1.7 Tax and Accounting Treatment.....................................................10 ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND EXCHANGECO..................10
Indemnification Shares. The Parent Companies shall be entitled to withhold ten percent (10%) of the Exchangeable Shares (or Parent Common Stock issuable under the Exchangeable Share Provisions or the Voting, Exchange and Support Agreement) issued to the Management Shareholders (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 Management Shareholders as set forth in Article VII. The Indemnification Shares shall be taken from the portion of Exchangeable Shares (or Parent Common Stock issuable under the Exchangeable Share Provisions or the Voting, Exchange and Support Agreement) that are considered Unvested Shares under the terms of the Employment Agreements and Stock Restriction Agreements and shall be the last shares to vest under such agreements.
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 Xxxxxx Xxxxxxxx..............................................8 1.10 Waiver of Shareholders' Rights.....................................................................10 1.11 Audited Financial Statements.......................................................................10 1.12
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. (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).
