Examples of Escrowed Indemnity Shares in a sentence
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.
On the fifth Business Day following the date (the “Indemnity Escrow Termination Date”) that is fifteen (15) months from the Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved.
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.
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.
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.
Unaffiliated Directors • For so long as any Escrowed Earnout Shares or Escrowed Indemnity Shares remain in escrow (the “Escrow Period”) pursuant to the Escrow Agreement, the Board shall at all times include Xxxx Xxxxx or the Replacement Director or, if no such person is still a member of the Board, at least one Unaffiliated Director (as defined in Section 7.6 of the Merger Agreement).
In delivering or transferring any Escrowed Indemnity Shares pursuant to this Article II, the Escrow Agent shall concurrently deliver or transfer to the Company Stockholders, Sponsors or Parent, as applicable, the corresponding dividends and distributions, if any, paid or made in respect of such delivered shares as set forth in Section 4.1 hereof, to the extent not previously released pursuant thereto.
All stock dividends shall be issued in the name of the applicable Company Stockholder or Sponsor and shall be endorsed in blank for transfer and deposited with the Escrow Agent as Escrowed Indemnity Shares, Escrowed Earnout Shares or Sponsor Earnout Shares, as applicable, hereunder.
The Company Common Shareholders may vote the Escrowed Indemnity Shares without restriction.