Indemnity Shares Clause Samples

Indemnity Shares. (a) In order to satisfy the indemnification obligations of the Company Stockholders pursuant to Section 6.02, any Parent Indemnified Party shall have the right to set off its indemnification claims against the Indemnity Shares if, and only if, the related Loss is agreed or admitted to by the Stockholder Representative in writing or such Loss is finally adjudicated to be payable in accordance with Section 6.05, in which case the Indemnity Shares will be reduced in accordance with Section 6.06(b). (b) Parent may reduce the number of Multiple Voting Shares constituting the Indemnity Shares to account for any Losses indemnifiable pursuant to this Article VI accrued and finally determined in accordance with Section 6.06(a) prior to the time Parent is otherwise required to deliver such Indemnity Shares pursuant to Section 6.06(c). Each Multiple Voting Share held as an Indemnity Share shall be deemed to have a cash value equal to the Holdback Share Value. (c) Parent shall issue to the Company Stockholders the Multiple Voting Shares constituting the Indemnity Shares (to the extent so remaining after deductions, if any, under Section 6.06(b) with respect to indemnification obligations and with respect to the Cash Adjustment Amount) in accordance with the Payment Spreadsheet on the first Business Day following the 12-month anniversary of the Closing Date (the “Indemnity Share Issuance Date”); provided, however, that if any claim pursuant to this Article VI shall have been properly asserted by any Parent Indemnified Party in accordance with this Agreement on or prior to the General Survival Date and remain pending on the Indemnity Share Issuance Date (any such claim, a “Pending Claim”), (i) the number of Indemnity Shares issued to the Company Stockholders shall be the amount of Indemnity Shares, minus that number of Indemnity Shares that is equal to the aggregate amount of such Pending Claim divided by the Holdback Share Value, and (ii) any Multiple Voting Shares that remain as Indemnity Shares following the Indemnity Share Issuance Date in respect of any such Pending Claim shall be issued to the Company Stockholders in accordance with the Payment Spreadsheet promptly upon resolution or (if applicable) satisfaction of such Pending Claim to the extent the number of Indemnity Shares is not reduced upon satisfaction of such Pending Claim pursuant to Section 6.06(b).

Indemnity Shares. Indemnity Shares" shall mean, for any Indemnity Payment, that number of Escrowed Amcast Shares equal to: (a) the relevant Indemnity Payment converted to United States Dollars at the applicable Share Payment Exchange Rate; divided by (b) the Amcast Share Payment Price.

Indemnity Shares. For the avoidance of doubt, notwithstanding the foregoing, any Transfer by Seller of Purchase Price Shares that are also Indemnity Shares shall be subject to the terms and conditions of the Escrow Agreement.

Indemnity Shares. (a) Immediately prior to the Effective Time, Parent, the Parent Representative and the Company Representative shall enter into an Escrow Agreement in the form of Exhibit E attached hereto (the “Escrow Agreement”) with W▇▇▇▇ Fargo Bank, National Association, as escrow agent (the “Escrow Agent”). At the Effective Time, Parent shall deposit with the Escrow Agent 10,980,000 shares of Parent Common Stock otherwise issuable as Merger Consideration pursuant to this Agreement (the “Indemnity Escrow Shares”), which will be available to satisfy the indemnification obligations set forth in Section 9.2. The Indemnity Escrow Shares shall be held and distributed pursuant to the Escrow Agreement. (b) The Escrow Agent will release all or a portion, as applicable, of the Indemnity Escrow Shares pursuant to the Escrow Agreement and the provisions of Section 9.5. On the six-month anniversary of the Closing Date, the Escrow Agent will, in accordance with the Escrow Agreement, release any remaining Indemnity Escrow Shares, except any amount that is subject to a pending Parent Claim, which amount shall be released pursuant to the Escrow Agreement and the provisions of Section 9.5. (c) From and after the filing of the Charter Amendment, Parent will at all times reserve and keep available the Company Indemnity Shares out of its authorized and unissued Parent Common Stock, solely for the purpose of satisfying the indemnification obligations set forth in Section 9.3.