Common use of Indemnity Shares Clause in Contracts

Indemnity Shares. (a) The Indemnity Shares shall be issued to Seller at the Closing and Seller shall hold such shares, and shall not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of such Indemnity Shares except as otherwise provided in Sections 6.17(b) through (f), inclusive. (b) With respect to Damages to which a Buyer Indemnified Party is entitled pursuant to Article VII, if Seller determines to satisfy its indemnification obligations through the liquidation of Indemnity Shares pursuant to Section 7.06(c), then Buyer and Seller shall reasonably cooperate such that Seller may sell a number of Indemnity Shares sufficient to yield net proceeds to Seller (after the payment of commissions and any other fees due in connection with such sale) sufficient to satisfy such indemnity claim. Such cooperation shall take into account the right of the Buyer to promptly receive the indemnification it is entitled to under Article VII and the desire of the Seller to maximize the price per share obtained in such sale. (c) If, prior to the third anniversary of the Closing Date, Buyer redomiciles to a jurisdiction that will allow Buyer to directly take the Indemnity Shares in satisfaction of its indemnity claims pursuant to Article VII, then Seller shall promptly deposit any Indemnity Shares held by Seller at such time into an escrow account with a mutually agreeable escrow agent to be held pursuant to the terms of an escrow agreement reflecting the terms of this Section 6.17 (all which shall be in form and substance reasonably satisfactory to Buyer and Seller). Seller shall tender the Indemnity Shares in the exchange offer of the Buyer effected in connection with such redomicilation and the shares of stock received in such offer shall become the “Indemnity Shares” hereunder. (d) If the redomiciliation referred to in clause (c) above has not occurred on or before the 90th day following the Closing Date, then Seller shall have the right to distribute or transfer the Indemnity Shares to the direct shareholders of Seller (and, at its election, commence voluntary liquidation proceedings) provided that, as a condition to such distribution or transfer, each such shareholder agrees to be bound by the terms hereunder relating to the Indemnity Shares pursuant to the terms of a joinder in form and substance reasonably satisfactory to Buyer. (e) On the date that is 18 months following the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) fifty percent of the Indemnity Shares minus (ii) the number of Indemnity Shares sold pursuant to clause (b) above or otherwise returned to Seller in satisfaction of indemnification claims pursuant to Article VII minus (iii) a number of Indemnity Shares equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Price. (f) On the third anniversary of the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) the remaining Indemnity Shares minus (ii) a number of Indemnity Shares equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Price.

Indemnity Shares. (a) The 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 shall be issued to Seller at the Closing and Seller shall hold such sharesif, and shall notonly if, directly the related Loss is agreed or indirectlyadmitted to by the Stockholder Representative in writing or such Loss is finally adjudicated to be payable in accordance with Section 6.05, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of such in which case the Indemnity Shares except as otherwise provided will be reduced in Sections 6.17(b) through (faccordance with Section 6.06(b), inclusive. (b) With respect Parent may reduce the number of Multiple Voting Shares constituting the Indemnity Shares to Damages to which a Buyer Indemnified Party is entitled account for any Losses indemnifiable pursuant to this Article VII, if Seller determines VI accrued and finally determined in accordance with Section 6.06(a) prior to satisfy its indemnification obligations through the liquidation of time Parent is otherwise required to deliver such Indemnity Shares pursuant to Section 7.06(c6.06(c), then Buyer and Seller . Each Multiple Voting Share held as an Indemnity Share shall reasonably cooperate such that Seller may sell be deemed to have a number of Indemnity Shares sufficient cash value equal to yield net proceeds to Seller (after the payment of commissions and any other fees due in connection with such sale) sufficient to satisfy such indemnity claim. Such cooperation shall take into account the right of the Buyer to promptly receive the indemnification it is entitled to under Article VII and the desire of the Seller to maximize the price per share obtained in such saleHoldback Share Value. (c) If, prior Parent shall issue to the third 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, Buyer redomiciles to a jurisdiction that will allow Buyer to directly take the Indemnity Shares in satisfaction of its indemnity claims pursuant to Article VII, then Seller shall promptly deposit any Indemnity Shares held by Seller at such time into an escrow account with a mutually agreeable escrow agent to be held pursuant to the terms of an escrow agreement reflecting the terms of this Section 6.17 Date (all which shall be in form and substance reasonably satisfactory to Buyer and Seller). Seller shall tender the Indemnity Shares in the exchange offer of the Buyer effected in connection with such redomicilation and the shares of stock received in such offer shall become the “Indemnity Shares” hereunder. (d) If the redomiciliation referred 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 clause (c) above has not occurred accordance with this Agreement on or before prior to the 90th day following the Closing Date, then Seller shall have the right to distribute or transfer General Survival Date and remain pending on the Indemnity Shares to the direct shareholders of Seller Share Issuance Date (andany such claim, at its electiona “Pending Claim”), commence voluntary liquidation proceedings) provided that, as a condition to such distribution or transfer, each such shareholder agrees to be bound by the terms hereunder relating to the Indemnity Shares pursuant to the terms of a joinder in form and substance reasonably satisfactory to Buyer. (e) On the date that is 18 months following the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) fifty percent of the Indemnity Shares minus (ii) the number of Indemnity Shares sold pursuant issued to clause (b) above or otherwise returned to Seller in satisfaction the Company Stockholders shall be the amount of indemnification claims pursuant to Article VII Indemnity Shares, minus (iii) a that number of Indemnity Shares that is equal to (x) the aggregate amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date Pending Claim divided by the Holdback Share Value, and (yii) any Multiple Voting Shares that remain as Indemnity Shares following the Buyer Stock Consideration Price. (f) On the third anniversary Indemnity Share Issuance Date in respect of the Closing Date, Seller any such Pending Claim shall no longer be subject issued to the restrictions contained Company Stockholders in Section 6.17(aaccordance with the Payment Spreadsheet promptly upon resolution or (if applicable) with respect satisfaction of such Pending Claim to a the extent the number of Indemnity Shares equal to (i) the remaining Indemnity Shares minus (ii) a number is not reduced upon satisfaction of Indemnity Shares equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification such Pending Claim pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration PriceSection 6.06(b).

Indemnity Shares. (a) The Indemnity Shares shall be issued serve as security for the indemnification obligations of Sellers set forth in Article 8 of the Purchase Agreement. If on or before the Escrow Termination Date, the Escrow Agent has received from Buyer a copy of one or more Claim Certificates delivered to Seller at Sellers pursuant to Section 8.4 of the Purchase Agreement, then the Escrow Agent shall continue to keep in escrow an amount of Indemnity Shares equal to the amount of Buyer Damages set forth in such Claim Certificate (the “Reserved Portion”) (based on the Closing and Seller shall hold such shares, and shall not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Share Price of such Indemnity Shares except Shares) until such Claim Certificate is resolved as otherwise provided in Sections 6.17(b) through (f)Article 8 of the Purchase Agreement. For the avoidance of doubt, inclusivethe preceding sentence shall survive the Escrow Termination Date. (b) With respect to Damages to which a Buyer Indemnified Party is entitled pursuant to Article VII, if Seller determines to satisfy its indemnification obligations through The Escrow Agent shall distribute the liquidation Reserved Portion of any Indemnity Shares pursuant subject to a Claim Certificate only in accordance with: (i) any joint written instructions executed by both Sellers and Buyer; or (ii) a written notification from Buyer of a final decision, order, judgment or decree of an arbitration conducted in accordance with Article 8 and Section 7.06(c10.8 of the Purchase Agreement (a “Final Order”), then Buyer . The Escrow Agent shall be entitled to rely on any such joint written instructions or Final Order and Seller upon receipt thereof shall reasonably cooperate such promptly distribute that Seller may sell a number portion of the remaining Indemnity Shares sufficient to yield net proceeds to Seller (after the payment of commissions and any other fees due in connection with such sale) sufficient to satisfy such indemnity claim. Such cooperation shall take into account the right of the Buyer to promptly receive the indemnification it is entitled to under Article VII and the desire of the Seller to maximize the price per share obtained as instructed in such salejoint written instructions or Final Order. (c) If, prior Notwithstanding anything to the third anniversary contrary in this Agreement, if the Escrow Agent receives joint written instructions from Buyer and all Sellers, or their respective successors or assigns, as to the disbursement of the Closing Date, Buyer redomiciles to a jurisdiction that will allow Buyer to directly take the Indemnity Shares in satisfaction of its indemnity claims pursuant to Article VII, then Seller shall promptly deposit any Indemnity Shares held by Seller at such time into an escrow account with a mutually agreeable escrow agent to be held pursuant to the terms of an escrow agreement reflecting the terms of this Section 6.17 (all which shall be in form and substance reasonably satisfactory to Buyer and Seller). Seller shall tender the Indemnity Shares in the exchange offer of the Buyer effected in connection with such redomicilation and the shares of stock received in such offer shall become the “Indemnity Shares” hereunder. (d) If , the redomiciliation referred to in clause (c) above has not occurred on or before the 90th day following the Closing Date, then Seller Escrow Agent shall have the right to distribute or transfer the Indemnity Shares to the direct shareholders of Seller (and, at its election, commence voluntary liquidation proceedings) provided that, as a condition to such distribution or transfer, each such shareholder agrees to be bound by the terms hereunder relating to disburse the Indemnity Shares pursuant to the terms of a joinder in form and substance reasonably satisfactory such joint written instructions. The Escrow Agent shall have no obligation to Buyer. (e) On the date that is 18 months following the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) fifty percent of the Indemnity Shares minus (ii) the number of Indemnity Shares sold pursuant to clause (b) above or otherwise returned to Seller in satisfaction of indemnification claims pursuant to Article VII minus (iii) a number of Indemnity Shares equal to (x) the amount of Damages demanded in good faith follow any directions set forth in any pending claims for indemnification pursuant joint written instructions unless and until the Escrow Agent is satisfied, in its reasonable discretion, that the persons executing said joint written instructions are authorized to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Pricedo so. (f) On the third anniversary of the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) the remaining Indemnity Shares minus (ii) a number of Indemnity Shares equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Price.

Indemnity Shares. (a) The Indemnity Shares shall be issued Pursuant to Seller at the Closing Merger Agreement and Seller shall hold such sharesthe Escrow Agreement, an escrow fund ("Escrow Fund") has been established to provide in part a fund against which the Company may seek indemnification under the Merger Agreement and shall not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of such Indemnity Shares except as otherwise provided in Sections 6.17(b) part a mechanism through (f), inclusivewhich the Company can release and distribute Contingent Consideration. (b) With respect In the event that this Warrant is exercised prior to Damages the Release Date (as such term is defined in Section 9.3(b) of the Merger Agreement), ten percent (10%) of the Series G shares otherwise deliverable hereunder by such exercise (including shares of Contingent Consideration, if any) shall be issued in the name of the Escrow Agent and deposited into the Indemnity Portion of the Escrow Fund (as such term is defined in Section 9.1(a) of the Merger Agreement) to which a Buyer Indemnified Party is entitled be available to compensate the Company pursuant to Article VII, if Seller determines to satisfy its the indemnification obligations through the liquidation of Holder and shall be deemed to have become Indemnity Shares pursuant to (as such term is defined in Section 7.06(c), then Buyer and Seller shall reasonably cooperate such that Seller may sell a number of Indemnity Shares sufficient to yield net proceeds to Seller (after the payment of commissions and any other fees due in connection with such sale9.1(b) sufficient to satisfy such indemnity claim. Such cooperation shall take into account the right of the Buyer to promptly receive the indemnification it is entitled to under Article VII and the desire of the Seller to maximize the price per share obtained in such saleMerger Agreement). (c) If, In the event that (i) this Warrant is exercised prior to the third anniversary of the Closing Release Date, Buyer redomiciles to a jurisdiction that will allow Buyer to directly take the Indemnity Shares in satisfaction of its indemnity claims pursuant to Article VII, then Seller shall promptly deposit any Indemnity Shares held by Seller at such time into an escrow account with a mutually agreeable escrow agent to be held pursuant to the terms of an escrow agreement reflecting the terms of this Section 6.17 (all which shall be in form and substance reasonably satisfactory to Buyer and Seller). Seller shall tender the Indemnity Shares in the exchange offer of the Buyer effected in connection with such redomicilation and the shares of stock received in such offer shall become the “Indemnity Shares” hereunder. (d) If the redomiciliation referred to in clause (c) above has not occurred on or before the 90th day following the Closing Date, then Seller shall have the right to distribute or transfer the Indemnity Shares to the direct shareholders of Seller (and, at its election, commence voluntary liquidation proceedings) provided that, as a condition to such distribution or transfer, each such shareholder agrees to be bound by the terms hereunder relating to the Indemnity Shares pursuant to the terms of a joinder in form and substance reasonably satisfactory to Buyer. (e) On the date that is 18 months following the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) fifty percent of the Indemnity Shares minus (ii) the number of Indemnity Shares sold pursuant to clause (b) above or otherwise returned to Seller in satisfaction of indemnification claims pursuant to Article VII minus (iii) a number of Indemnity Shares equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Price. (f) On the third anniversary of the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) the remaining Indemnity Shares minus (ii) a Conversion Right (as such term is defined at Section 12.2 hereof), is utilized to exercise all or a portion of the Warrant, that number of Indemnity Warrant Shares equal to ten percent (x10%) of the amount Warrant Shares underlying the Converted Units (as such term is defined at Section 12.2 hereof) shall, in addition to ten percent (10%) of Damages demanded in good faith in any pending claims for indemnification Contingent Consideration deliverable thereby, be deposited into the Indemnity Portion of the Escrow Fund to compensate the Company pursuant to Article VII made by a Buyer Indemnified Party prior the indemnification obligations of Holder and shall be deemed to such date divided by (y) the Buyer Stock Consideration Pricehave become Indemnity Shares.

Indemnity Shares. (a) The Indemnity Shares shall be issued to Seller at 10.5.1 To the Closing and Seller shall hold such shares, and shall not, directly or indirectly, offer, pledge, sell, contract to sell, sell extent that an Acquiror Company Indemnified Person makes any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of such Indemnity Shares except as otherwise provided in Sections 6.17(b) through (f), inclusive. (b) With respect to Damages to which a Buyer Indemnified Party is entitled pursuant to Article VII, if Seller determines to satisfy its claim for indemnification obligations through the liquidation of Indemnity Shares pursuant to Section 7.06(c)10 hereof, then Buyer and Seller it shall reasonably cooperate such that Seller may sell make a number of Indemnity Shares sufficient to yield net proceeds to Seller (after the payment of commissions and any other fees due in connection with such sale) sufficient to satisfy such indemnity claim. Such cooperation shall take into account the right of the Buyer to promptly receive the indemnification it is entitled to under Article VII and the desire of the Seller to maximize the price per share obtained in such sale. (c) If, prior to the third anniversary of the Closing Date, Buyer redomiciles to a jurisdiction that will allow Buyer to directly take the Indemnity Shares in satisfaction of its indemnity claims pursuant to Article VII, then Seller shall promptly deposit any Indemnity Shares held by Seller at such time into an escrow account with a mutually agreeable escrow agent to be held pursuant to the terms of an escrow agreement reflecting the terms of this Section 6.17 (all which shall be in form and substance reasonably satisfactory to Buyer and Seller). Seller shall tender the Indemnity Shares in the exchange offer of the Buyer effected in connection with such redomicilation and the shares of stock received in such offer shall become the “Indemnity Shares” hereunder. (d) If the redomiciliation referred to in clause (c) above has not occurred on or before the 90th day following the Closing Date, then Seller shall have the right to distribute or transfer the Indemnity Shares to the direct shareholders of Seller (and, at its election, commence voluntary liquidation proceedings) provided that, as a condition to such distribution or transfer, each such shareholder agrees to be bound by the terms hereunder relating to claim solely against the Indemnity Shares pursuant to the terms hereof and not directly against any Shareholder or any of a joinder in form and substance reasonably satisfactory the other property (including any Acquiror Company Shares that are not Indemnity Shares) of any Shareholder. In the event that any Acquiror Company Indemnified Person sustains or incurs Losses for which it is entitled to Buyer. (e) On the date that is 18 months following the Closing Dateindemnification under this Section 10, Seller shall no longer be then, subject to the restrictions contained and in accordance with this Section 6.17(a) with respect to a 10.5, such Losses shall be recovered or paid solely by delivery of that number of Indemnity Shares equal to (i) fifty percent representing the amount of such claim, as set forth in a Resolution and as otherwise provided below in this Section 10.5, until such Losses are paid or until all of the Indemnity Shares minus have been depleted. Notwithstanding anything contained herein to the contrary, stop transfer instructions shall remain in place with respect to such number of Indemnity Shares (iiallocated among the Shareholders on a pro rata basis based on the number of Acquiror Company Shares to which each such Shareholder is entitled pursuant to the Merger in respect of all of its shares of Company Common Stock) as shall be necessary to satisfy any Unresolved Claims hereunder as to which a claim notice has been given in accordance with Section 10.6 prior to the expiration of the applicable Survival Period until such claims for Losses have been resolved or satisfied pursuant to a Resolution, as further provided below in this Section 10.5. With respect to any Indemnity Shares that have not been delivered to satisfy the Company’s indemnity obligations, if any, the Acquiror Company shall direct its transfer agent to remove any stop transfer instructions with respect to such shares. For purposes of determining the number of Indemnity Shares sold to be delivered to satisfy an indemnity obligation of the Company or as to which stop transfer instructions shall continue in connection with an Unresolved Claim as of the expiration of the Survival Period, the value per Indemnity Share shall be equal to the average closing price of the Acquiror Company Common Stock for the five (5) trading days immediately prior to the date on which such indemnity obligation is finally determined or the expiration date of the Survival Period, as applicable (but in any event shall not be greater than the closing price of the Acquiror Company Common Stock on the Closing Date). Except as otherwise provided herein, any Indemnity Shares delivered to the Acquiror Company Indemnified Persons subject to and in accordance with this Agreement shall be delivered on behalf of the Shareholders on a pro rata basis based on the number of Acquiror Company Shares to which each such Shareholder is entitled pursuant to clause the Merger in respect of all of its shares of Company Common Stock. Notwithstanding anything to the contrary contained in this Agreement, (a) the depletion of the Indemnity Shares will serve as a bar to recovery by the Acquiror Company Indemnified Persons for any and all Losses, and (b) above or otherwise returned the Shareholders will retain all dividend and voting rights with respect to Seller the Indemnity Shares unless and until delivered in satisfaction of their indemnification claims obligations hereunder. 10.5.2 In the event of a Resolution of an indemnification claim made by an Acquiror Indemnified Person pursuant to Article VII minus (iii) a this Section 10, the Acquiror Company and the Principal, on behalf of the Shareholders, shall jointly instruct the Acquiror Company’s transfer agent, in writing, to deliver to the Acquiror Company such number of Indemnity Shares equal to (xvalued and in the manner provided in Section 10.5.1) in the amount of Damages demanded such indemnification claim, as set forth in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration PriceResolution. (f) 10.5.3 On the third anniversary business day following the expiration of the Closing DateSurvival Period, Seller the Acquiror Company shall no longer be subject required to the restrictions contained in Section 6.17(a) instruct its transfer agent to remove any stop transfer instructions with respect to a number of any remaining Indemnity Shares, other than Indemnity Shares equal that would be necessary at that time to satisfy any Unresolved Claims. In the event of a subsequent Resolution with respect to any such Unresolved Claim, the Acquiror Company and the Principal shall jointly instruct the Acquiror Company’s transfer agent (ia) the as provided in Section 10.5.2 and (b) to remove any stop transfer instructions with respect to any remaining Indemnity Shares minus (ii) a number that are not needed to satisfy such claim. 10.5.4 In the event that any Shareholder Indemnified Person sustains or incurs Losses for which it is entitled to indemnification under this Section 10, then, in accordance with this Agreement, such Losses shall be recovered or paid by the Acquiror Company in cash, and the maximum liability of Indemnity Shares the Acquiror Company for any and all Losses under this Section 10 shall not exceed an amount equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Price$2,000,000.

Indemnity Shares. (a) The Indemnity Shares shall be issued Pursuant to Seller at the Closing Merger Agreement and Seller shall hold such sharesthe Escrow Agreement, an escrow fund ("Escrow Fund") has been established to provide in part a fund against which the Company may seek indemnification under the Merger Agreement and shall not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of such Indemnity Shares except as otherwise provided in Sections 6.17(b) part a mechanism through (f), inclusivewhich the Company can release and distribute Contingent Consideration. (b) With respect In the event that this Warrant is exercised prior to Damages the Release Date (as such term is defined in Section 9.3(b) of the Merger Agreement), ten percent (10%) of the Series G shares otherwise deliverable hereunder by such exercise (including shares of Contingent Consideration, if any) shall be issued in the name of the Escrow Agent and deposited into the Indemnity Portion of the Escrow Fund (as such term is defined in Section 9.1(a) of the Merger Agreement) to which a Buyer Indemnified Party is entitled be available to compensate the Company pursuant to Article VII, if Seller determines to satisfy its the indemnification obligations through the liquidation of Holder and shall be deemed to have become Indemnity Shares pursuant to (as such term is defined in Section 7.06(c), then Buyer and Seller shall reasonably cooperate such that Seller may sell a number of Indemnity Shares sufficient to yield net proceeds to Seller (after the payment of commissions and any other fees due in connection with such sale9.1(b) sufficient to satisfy such indemnity claim. Such cooperation shall take into account the right of the Buyer to promptly receive the indemnification it is entitled to under Article VII and the desire of the Seller to maximize the price per share obtained in such saleMerger Agreement). (c) If, In the event that (i) this Warrant is exercised prior to the third anniversary of the Closing Release Date, Buyer redomiciles to a jurisdiction that will allow Buyer to directly take the Indemnity Shares in satisfaction of its indemnity claims pursuant to Article VII, then Seller shall promptly deposit any Indemnity Shares held by Seller at such time into an escrow account with a mutually agreeable escrow agent to be held pursuant to the terms of an escrow agreement reflecting the terms of this Section 6.17 (all which shall be in form and substance reasonably satisfactory to Buyer and Seller). Seller shall tender the Indemnity Shares in the exchange offer of the Buyer effected in connection with such redomicilation and the shares of stock received in such offer shall become the “Indemnity Shares” hereunder. (d) If the redomiciliation referred to in clause (c) above has not occurred on or before the 90th day following the Closing Date, then Seller shall have the right to distribute or transfer the Indemnity Shares to the direct shareholders of Seller (and, at its election, commence voluntary liquidation proceedings) provided that, as a condition to such distribution or transfer, each such shareholder agrees to be bound by the terms hereunder relating to the Indemnity Shares pursuant to the terms of a joinder in form and substance reasonably satisfactory to Buyer. (e) On the date that is 18 months following the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) fifty percent of the Indemnity Shares minus (ii) the number of Indemnity Shares sold pursuant to clause (b) above or otherwise returned to Seller in satisfaction of indemnification claims pursuant to Article VII minus (iii) a number of Indemnity Shares equal to (x) the amount of Damages demanded in good faith in any pending claims for indemnification pursuant to Article VII made by a Buyer Indemnified Party prior to such date divided by (y) the Buyer Stock Consideration Price. (f) On the third anniversary of the Closing Date, Seller shall no longer be subject to the restrictions contained in Section 6.17(a) with respect to a number of Indemnity Shares equal to (i) the remaining Indemnity Shares minus (ii) a Conversion Right (as such term is defined at Section 12.2 hereof), is utilized to exercise all or a portion of the Warrant, that number of Indemnity Warrant Shares equal to ten percent (x10%) of the Warrant Shares underlying the Converted Units (as such term is defined at Section 12.2 hereof) shall, in addition to (A) ten percent (10%) of any Contingent Consideration deliverable thereby and (B) the amount shares identified in Section 11(b) hereof, be deposited into the Indemnity Portion of Damages demanded in good faith in any pending claims for indemnification the Escrow Fund to compensate the Company pursuant to Article VII made by a Buyer Indemnified Party prior the indemnification obligations of Holder and shall be deemed to such date divided by (y) the Buyer Stock Consideration Pricehave become Indemnity Shares.