Indemnification Shares definition

Indemnification Shares has the meaning set forth in Section 7.4(b).

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Indemnification Shares means fifteen percent (15%) of the Closing Shares, rounded down to the nearest whole number.

Indemnification Shares means any shares of Class A Preferred Stock issued by Holdings pursuant to Article 9 of the Old Stock Purchase Agreement, Article 8 of the New Stock Purchase Agreement” or Article 8 of the Third Stock Purchase Agreement.

Examples of Indemnification Shares in a sentence

• The number of shares to be issued pursuant to this paragraph (the "Indemnification Shares") shall be determined by dividing the dollar amount of TNCI's obligation for indemnification by the average of the closing prices of the TNCI Common Stock as reported on the principal trading market for TNCI Common Stock for the twenty (20) trading days immediately preceding the date that the notice of claim is given to TNCI.

• All Indemnification Shares and Cash Collateral in the Escrow Account shall be available for distribution by the Escrow Agent, subject to the provisions of this Agreement, to reimburse any RSI Indemnitee or any Shareholder Indemnitee, as the case may be, in respect of any Losses that are indemnifiable pursuant to this Agreement.

• If there are insufficient Indemnification Shares (based on the Market Value) and Cash Collateral remaining in such Shareholder's or RSI's, as the case may be, Escrow Account to satisfy of the total amount of Loss specified in such notice, the Escrow Agent shall, subject to the terms of this Agreement, distribute to the RSI Indemnitee or the Shareholder Indemnitee, as the case may be, all Indemnification Shares and Cash Collateral held in such Shareholder's or RSI's, as the case may be, Escrow Account.

• At the close of business on June 30, 2001, any Indemnification Shares and Cash Collateral remaining in an Escrow Account, and which are not subject to retention pursuant to Section 5(e), shall be returned by the Escrow Agent to the respective Shareholders or RSI who contributed such Indemnification Shares or Cash Collateral upon joint notification by the Representative and RSI.

• If the Indemnification Shares to be so delivered from any Shareholder's or RSI's, as the case may be, Escrow Account would include a fractional share, the parties hereto agree that the Representative and RSI may round such fraction to the nearest whole share.

More Definitions of Indemnification Shares

Indemnification Shares means 3,722,554 of such Exchange Shares subject to forfeiture back to us (along with dividends and other earnings otherwise payable with respect to such Indemnification Shares) in the event that the Ossen Representative successfully brings an indemnification claim under the Exchange Agreement on behalf of our shareholders.

Indemnification Shares is that number of shares of Common Stock for which this Warrant is exercisable equal to the Unpaid Amount divided by the difference between the Fair Market Value and $11.00. "Fair 3 Market Value" is the closing price for the Common Stock on the date that the Unpaid Amount first becomes due to the Company or Credito, as reported on the Nasdaq National Market or any other exchange or quotation system reporting trades in the Common Stock. Upon the giving of the Reduction Notice, the number of shares of Common Stock for which this Warrant is exercisable shall automatically be deemed to have been so reduced without any further action on the part of the Company.

Indemnification Shares means, as of the date of this Agreement, 341,880 shares of NDC Common Stock included in the Stock Escrow, and from and after the date hereof, in accordance with Article 4 hereof, any Indemnification Shares remaining in escrow.

Indemnification Shares. As defined in Section 4.2.

Indemnification Shares means an aggregate of 8,000,000 shares of Parent Common Stock.

Indemnification Shares has the meaning set forth in Section 1.4(e).

Indemnification Shares means, with respect to a former holder of Founder Restricted Shares, the Acquiror Parent Shares held back by Acquiror as security with respect to such holder’s indemnification obligations as provided in Section 2.6(c)(ii)(B)(II). “Independent Accounting Firm” means BDO USA, LLP or such other independent accounting firm of national reputation selected by Acquiror and reasonably acceptable to the Securityholders’ Agent. “Information Systems” has the meaning set forth in Section 3.13(b). “Insurance Policies” has the meaning set forth in Section 3.24. “International Trade Law” means U.S. statutes, laws and regulations applicable to international transactions, including the Export Administration Act, the Export Administration Regulations, the FCPA, the Arms Export Control Act, the International Traffic in Arms Regulations, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the U.S. Customs laws and regulations, the Foreign Asset Control Regulations, and any regulations or orders issued thereunder. “Intellectual Property” means any and all of the following in any country: (i) Patents, (ii) Trademarks, (iii) rights in domain names and domain name registrations, (iv) Copyrights, (v) Trade Secrets, and (vii) other intellectual property and intellectual property rights (whether or not appropriate steps have been taken to protect such intellectual property or such rights under Applicable Law). “In-the-Money Vested Option” has the meaning set forth in Section 2.6(b)(i)(A). “Key Employee” means an individual identified on Schedule 1.1(e). “Key Employee Agreement” has the meaning set forth in Recital F. “Knowledge of the Company”, “Company’s Knowledge” or similar terms means the actual knowledge of any of the individuals identified on Schedule 1.1(f); provided, however, that each such individual shall be deemed to have actual “knowledge” of a fact or matter if such individual would reasonably be expected to discover or become aware of that fact or matter after reasonable due inquiry. “Lease” or “Leases” has the meaning set forth in Section 3.18.