Common use of Satisfaction of Parent Indemnitees Damages; Set-Off of Stockholder Escrow Shares Clause in Contracts

Satisfaction of Parent Indemnitees Damages; Set-Off of Stockholder Escrow Shares. Any indemnification obligation finally determined to be owed to the Parent Indemnitees shall be satisfied by set-off against the Stockholder Escrow Shares or the Pending Claim Stockholder Escrow Amount, as applicable, by reducing the Stockholder Escrow Shares or the Pending Claim Stockholder Escrow Amount, as applicable, on a dollar for dollar basis by the amount of such indemnification obligation, unless or until the Stockholder Escrow Shares, or Pending Claim Stockholder Escrow Amount, if applicable, have been reduced to zero, or all Damages have been satisfied in accordance with this Section 6.4; in such event any remaining Stockholder Escrow Shares shall be released to the Stockholder Representative as set forth in the Escrow Agreement. The maximum indemnification obligation for which the Stockholder Escrow Amount has been established shall be the amount determined by multiplying the number of shares of Parent Common Stock comprising the Stockholder Escrow Fund by the last reported sale price of the Parent Common on the Business Day immediately prior to the Closing Date. That maximum indemnification obligation shall reduce, following the Closing Date and until the Stockholder Indemnification Completion Date, on a dollar for dollar basis by the dollar amount of each Damages claim finally determined (by joint written instructions of Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent), until the remaining indemnification obligation is zero, or until all of the Stockholder Escrow Amount is released in accordance with the Escrow Agreement. Until the Parent Common Stock is listed for trading on a national securities exchange or interdealer quotation system, the number of shares of Parent Common Stock to be issued for each Damages claim finally determined (by joint written instructions of Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) (“Final Claim”) will be calculated by dividing the Final Claim by the weighted average sale price of the Parent Common Stock in all Parent Common Stock sale transactions (exclusive of stock option exercise transactions, restricted stock transactions or similar incentive compensation transactions) in the ten (10) Business Days immediately preceding the date of determination of the Final Claim under the Escrow Agreement. Once the Parent Common Stock is listed for trading and trading on a national securities exchange or interdealer quotation system, the number of shares of Parent Common Stock to be issued for each Final Claim will be calculated by dividing the Final Claim by the average of the last sale price of the Parent Common Stock for each of the ten (10) Business Days immediately preceding the date of determination of the Final Claim under the Escrow Agreement.

Satisfaction of Parent Indemnitees Damages; Set-Off of Stockholder Escrow Shares. Any indemnification obligation finally determined to be owed to the Parent Indemnitees shall be satisfied by set-off against the Stockholder Escrow Shares at the Deemed Value or the Pending Claim Stockholder Escrow Amount, as applicable, by reducing the Stockholder Escrow Shares at the Deemed Value or the Pending Claim Stockholder Escrow Amount, as applicable, on a dollar for dollar basis by the amount of such indemnification obligation, unless or until the Stockholder Escrow Shares, or Pending Claim Stockholder Escrow Amount, if applicable, have been reduced to zero, or all Damages have been satisfied in accordance with this Section 6.4; in such event any remaining Stockholder Escrow Shares shall be released to the Stockholder Representative as set forth in the Escrow Agreement. The maximum indemnification obligation for which the Stockholder Escrow Amount has been established shall be the amount determined by multiplying the number of shares of Foreign Parent Common Stock comprising the Stockholder Escrow Fund by the last reported sale price of the Parent Common on the Business Day immediately prior to the Closing DateDeemed Value. That maximum indemnification obligation shall reduce, following the Closing Date and until the Stockholder Indemnification Completion Date, on a dollar for dollar basis by the dollar amount of each Damages claim finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent), until the remaining indemnification obligation is zero, or until all of the Stockholder Escrow Amount is released in accordance with the Escrow Agreement. Until the Parent Common Stock is listed for trading on a national securities exchange or interdealer quotation system, the The number of shares of Foreign Parent Common Stock to be issued for each Damages claim Claim finally determined (by joint written instructions of Foreign Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) (“Final Claim”) will be calculated by dividing the Final Claim by the weighted average sale price Deemed Value of the each share of Foreign Parent Common Stock in all Parent Common Stock sale transactions (exclusive of stock option exercise transactions, restricted stock transactions or similar incentive compensation transactions) in the ten (10) Business Days immediately preceding the date of determination of the Final Claim under the Escrow Agreement. Once the Parent Common Stock is listed for trading and trading on a national securities exchange or interdealer quotation system, the number of shares of Parent Common Stock to be issued for each Final Claim will be calculated by dividing the Final Claim by the average of the last sale price of the Parent Common Stock for each of the ten (10) Business Days immediately preceding the date of determination of the Final Claim under the Escrow AgreementStock.