Indemnification Price definition

Indemnification Price means, with respect to an applicable Indemnification Date, the volume weighted average closing trading price of the Holdco Common Stock on Nasdaq (or any other national stock exchange or quotation system on which Holdco Common Stock is then listed or quoted) for the five (5) trading day period ending one (1) Business Day prior to such Indemnification Date, as reported by the Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by Parent and the Member.
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Indemnification Price means the greater of (i) the market price of the Buyer Common Shares on the date of payment of the applicable indemnification claim, or (ii) the average market price of the Buyer Common Shares over the five trading days immediately preceding such date of payment.
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Indemnification Price means (i) with respect to the calculation of the portion of a Claim Disbursement Amount to be comprised of Parent Common Stock, the closing asked price per share of Parent Common Stock (as quoted on the Nasdaq OTC Bulletin Board) on the business day immediately preceding the Claim Date, and (ii) with respect to the calculation of the portion of a Claim Disbursement Amount to be comprised of Parent Series B Stock, a dollar amount per share equal to the conversion price applicable on the day immediately preceding the Claim Date.
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Examples of Indemnification Price in a sentence

  • For the purpose of compensating Buyer for its Damages pursuant to this Agreement, Escrow Shares shall be valued at the average closing "bid" price of a Buyer Share for the ten (10) trading days immediately preceding the date on which the Officer's Certificate is delivered to the Escrow Agent, as reported on the Nasdaq SmallCap Market (the "Indemnification Price").

  • In lieu of any fraction of an Escrow Share to which a Papyrus Stockholder would otherwise be entitled, such holder will receive from Buyer an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by the Indemnification Price (as defined below).

  • Amendment One updates the Contract Term, Consideration, Procurement Regulations, E-payment, Paymode, E-verification, Applicable Law, Representation Regarding Gratuities, Termination for Convenience, Termination for Default, Stop Work Order, Indemnification, Price Adjustment, Notices, and Approval clauses.

  • In lieu of any fraction of an Escrow Share to which a Target Stockholder would otherwise be entitled, such holder will receive from Buyer an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by the Indemnification Price (as defined below).

  • Except as set forth below, upon notice duly given by a Parent Indemnified Party to an Indemnifying Party of a Claim Notice, such Indemnifying Party shall pay the Parent Indemnified Party as promptly as practicable: (i) an amount in cash equal to the Cash Portion (as defined herein) of such Losses and (ii) a number of shares of Parent Common Stock equal to the Stock Portion (as defined herein) of such Losses (with such shares valued at the Indemnification Price (as defined herein)).

  • First, the number of shares of Earn-Out Stock representing the value (at the Indemnification Price) of OMG Claims which shall be undisputed as among the parties hereto shall permanently reduce the amount of Earn-Out Stock to be delivered.

  • At the July 2012 London Summit on Family Planning, Dr. Nazira Abdula, Mozambique's Deputy Health Minister, announced her country’s commitment to FP.

  • For each neutrino data point, i (i = 1, 2, ..., Nν), the statistical variable of interest is the normalized angular distance to the closest candidate source: ri = Minj(Sij/σi).

  • For the purpose of compensating fonix for its Damages pursuant to this Agreement, fonix Common Stock in the Escrow Fund shall be valued at the average closing "bid" price of a share of fonix Common Stock for the ten (10) trading days immediately preceding the Release Date, as reported on the Nasdaq SmallCap Market (the "Indemnification Price").

  • In lieu of any fraction of an Escrow Share to which a AcuVoice shareholder would otherwise be entitled, such holder will receive from fonix an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by the Indemnification Price (as defined below).


More Definitions of Indemnification Price

Indemnification Price means the average closing sale price of one share of Parent Common Stock as reported on Nasdaq for the ten (10) consecutive trading days ending three (3) trading days immediately preceding the date it is determined that such claim for indemnification is owed by the Indemnifying Party.
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Indemnification Price means the average market price of the Buyer Common Shares over the ten (10) trading days immediately preceding such date of payment.
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Related to Indemnification Price

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.