Escrowed Indemnity Shares definition

Escrowed Indemnity Shares has the meaning set forth in Section 2.10.

Escrowed Indemnity Shares has the meaning set forth in the recitals.

Escrowed Indemnity Shares has the meaning set forth in Section 2.10 of the Merger Agreement.

Examples of Escrowed Indemnity Shares in a sentence

• For 2021 IDI services were delivered at the same level through virtual platforms.

• Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

• Any indemnification obligations hereunder shall be settled first by recourse against the 7.5% of Escrowed Indemnity Shares which are not Escrowed Earnout Shares and then by recourse on a pro rata basis against First Target Indemnity Shares, Second Target Indemnity Shares and Third Target Indemnity Shares.

• Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement.

• Upon such release, the released Escrowed Indemnity Shares shall be issued to the Company Stockholders in accordance with Section 2.7(c) of the Company Disclosure Statement and the Escrow Agreement.

• Upon such release, Escrowed Indemnity Shares that constitute Common Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(d) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement.

• The Escrow Agent agrees to accept the Escrowed Indemnity Shares, Escrowed Earnout Shares and Escrowed Sponsor Earnout Shares (collectively, the “Escrowed Shares”), to maintain the Escrow Accounts, to hold the Escrowed Shares for the benefit of the Company Stockholders and Sponsors pursuant to the terms of this Escrow Agreement, and to otherwise perform the duties of the Escrow Agent expressly set forth in this Escrow Agreement.

• On the Closing Date, Parent, on behalf of the Company Common Stockholders, shall deposit with the Escrow Agent stock certificates for 5,782,661 shares of Parent Common Stock (which constitute the Escrowed Indemnity Shares, which in turn consist of the Escrowed Initial Indemnity Shares and the Escrowed Earnout Indemnity Shares) registered in the name of the beneficial owners of such Escrowed Earnout Indemnity Shares.

• Section 2.7(c) of the Company Disclosure Statement sets forth the allocation of Initial Cash Consideration, Initial Parent Shares and the Escrowed Indemnity Shares to be deposited into escrow with the Escrow Agent among all of the holders of the Company Preferred Stock and Company Common Stock (the “Company Stockholders”) immediately prior to the Effective Time.

• Any indemnification obligations hereunder shall be settled first by recourse against the Escrowed Indemnity Shares which are not Escrowed Earnout Shares and then by recourse on a pro rata basis against First Target Indemnity Shares, Second Target Indemnity Shares and Third Target Indemnity Shares.