Indemnification Escrow Shares definition

Indemnification Escrow Shares means the aggregate number of shares of Parent Common Stock comprising the Indemnification Escrow Contribution Amounts of all Company Equity Holders.

Indemnification Escrow Shares means the 943,396 of the Closing Payment Shares that will be deposited into an escrow account with Continental to satisfy indemnification claims under the Acquisition Agreement.

Indemnification Escrow Shares means the Buyer Common Shares deposited in escrow pursuant to clause (i) of each of Sections 1.5(d), 1.6(b), 1.7(a) and 1.11(a) and pursuant to Section 1.13(a) and held and disposed of in accordance with the terms of the Indemnification Escrow Agreement.

Examples of Indemnification Escrow Shares in a sentence

• The Indemnification Escrow Shares shall serve as OPES’s sole and exclusive remedy for BurgerFi and the Members’ obligation to indemnify OPES under the Acquisition Agreement.

• Any liability incurred by the Members pursuant to the terms of this indemnification shall be paid by the return for cancellation of the Indemnification Escrow Shares in accordance with the terms of the Escrow Agreement.

• The total payments made by BurgerFi and the Members to OPES with respect to Losses shall not exceed the Indemnification Escrow Shares in the Escrow Fund.

• OPES, the Members and Continental, as escrow agent, will enter into a stock escrow agreement for the escrow of the Indemnification Escrow Shares for a period of eighteen months after the Closing Date to satisfy any potential indemnification claims against BurgerFi and the Members brought pursuant to the Acquisition Agreement.

• The execution of this Agreement by the Representative and the adoption of this Agreement and approval of the Merger by the Company Stockholders shall constitute approval of the Indemnification Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Indemnification Escrow Shares in escrow.

More Definitions of Indemnification Escrow Shares

Indemnification Escrow Shares means (i) as of the Closing Date, a number of shares of AlliedSignal Common Stock equal to five percent (5%) of the Estimated Share Number and (ii) thereafter, the initial number of Indemnification Escrow Shares less any Indemnification Escrow Shares from time to time released from escrow pursuant to Section 1.5(b) or (d).

Indemnification Escrow Shares means an aggregate of 750,000 shares of Parent Common Stock issuable to the Escrow Participants at Closing and held by the Escrow Agent pursuant to the Indemnification Escrow Agreement which shall serve to satisfy and secure payment by the Escrow Participants of Losses suffered or incurred by the Indemnified Parties arising from or related to the Section 10.1 of this Agreement.

Indemnification Escrow Shares means, collectively, the FADL Indemnification Escrow Shares and the Seller Indemnification Escrow Shares.

Indemnification Escrow Shares shall have the meaning in Section 1.2(c)(iii).

Indemnification Escrow Shares means One Million Four Hundred Thousand (1,400,000) Purchaser Shares provided by Purchaser to the Escrow Agent at the Closing to be held pursuant to the Escrow Agreement.

Indemnification Escrow Shares means an aggregate of 399,375 Buyer Common Shares (12.5% of the Merger Consideration) deposited in escrow pursuant to Sections 1.5(h), 1.6(b) and Section 1.11 and held and disposed of in accordance with the terms of the Escrow Agreement, together with any additional Buyer Common Shares deposited in escrow pursuant to Section 1.10(f)(iii).

Indemnification Escrow Shares means a number of shares of Parent Preferred Stock or shares of Parent Common Stock (including, for the avoidance of doubt, shares of Parent Common Stock issuable upon exercise of Assumed Stock Options), as applicable, equal to (i) the Indemnification Escrow Amount divided by (ii) the Conversion Price.