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Indemnification Holdback Shares definition

Indemnification Holdback Shares means 680,000 shares of Parent Stock otherwise included as Merger Consideration.
Indemnification Holdback Shares. 224,807 Consideration Shares.
Indemnification Holdback Shares has the meaning set forth in Section 1.4(c).

Examples of Indemnification Holdback Shares in a sentence

  • The Indemnification Holdback Shares shall be released in one-third increments on each of the six (6), twelve (12), and eighteen (18) month anniversaries of the Closing pursuant to the Escrow Agreement, in each case less the aggregate amount of any outstanding and unresolved indemnity claims, as more fully described in the Escrow Agreement.

  • The Tax Indemnification Holdback Shares, which are being held for purposes of satisfying indemnification claims under Section 9.2(e), will be released to the Company Securityholders or the Parent, as applicable, on the first to occur of (A) final resolution of the matters subject to indemnification under Section 9.2(e) of the Company Disclosure Schedule, and (B) three (3) years after the Closing Date.

  • A portion of the Merger Consideration, constituting the Indemnification Holdback Shares, will be held back by Parent, as partial security for the indemnification obligations of the Indemnifying Securityholders hereunder.

  • Upon all Relevant Claims being settled, (x) the outstanding Indemnification Holdback Shares to be issued, if any, shall be issued by ZAGG to the Seller as promptly as reasonably practicable (but in any event within five (5) calendar days) and (y) Buyer shall promptly pay, or shall cause the payment of, an amount equal to the remaining portion of the Indemnification Holdback Cash, if any, to the Seller.

  • The Indemnification Holdback Shares shall be available as partial security to compensate Buyer Indemnitees for Losses as described below.

  • Any proceeds attributable to Indemnification Holdback Shares shall remain subject to the terms and conditions of the Escrow Agreement.

  • The Stock Consideration minus the Indemnification Holdback Shares will be issued to the Seller or the Founders as designated in writing by Representative to Buyer on the Closing Date (the “Stock Consideration Recipients”), and will bear the restrictive legends and stop transfer instructions as set forth in the Lock-up Agreements.

  • Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator, and Buyer shall be entitled to rely on, and make permanent retentions from the Indemnification Holdback Shares and to pursue indemnification in respect of Excess Losses directly from the Company Indemnifying Parties, as applicable, in accordance with, the terms of such award, judgment, decree or order as applicable.

  • If the Due Amount exceeds the sum of (I) the Value of the Indemnification Holdback Shares and (II) the Indemnification Holdback Cash, (A) ZAGG’s obligation to issue the Indemnification Holdback Shares and (B) Buyer’s obligation to pay the Indemnification Holdback Cash shall, in each case, terminate in full or partial (as the case may be) satisfaction of that settled Relevant Claim.

  • The Parent Common Stock issued to the Stock Consideration Recipients pursuant to this Agreement, including the Indemnification Holdback Shares, will be deemed to have been acquired by such Person at the Closing as provided in Rule 144(d)(3)(iii) under the Securities Act, thus starting the applicable Rule 144 holding period.


More Definitions of Indemnification Holdback Shares

Indemnification Holdback Shares means $500,000 worth of Parent Common Stock priced on the Average Price immediately prior to the Closing.

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