Indemnified Stockholder definition

Indemnified Stockholder shall have the meaning set forth in Section 5(e)(i).
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Indemnified Stockholder shall have the meaning set forth in Section ----------------------- 5(e)(i).
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Indemnified Stockholder is defined in Section 4(g)(i).
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Examples of Indemnified Stockholder in a sentence

  • Each indemnity and reimbursement of costs and expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Stockholder.

  • The foregoing indemnity agreement is in addition to any liability that the Company may otherwise have to any Indemnified Stockholder.

  • To the extent an Indemnified Stockholder is paid an amount on account of an Indemnifiable matter in excess of the limitation set forth above, such Indemnified Stockholder will promptly remit such excess amount to Parent.

  • Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Stockholder or other indemnified Person.

  • Neither the Indemnified Parent Group nor the Indemnified Stockholder Group shall be precluded by the terms of this Agreement from pursuing any claim against the other arising out of the Merger Agreement or documents referred to therein (subject to the limitations contained therein), including claims relating to indemnification of the Escrow Agent under this Agreement.

  • In the event that within ten days after notice of any such third-party claim, AAI has not notified the Indemnified Stockholder Parties of its intention to defend the third-party claim, the Indemnified Stockholder Parties will (upon further notice to AAI) have the right to undertake the defense, compromise or settlement of such claim; provided that the Indemnified Stockholder Parties shall not settle any such third-party claim without the consent of AAI, which will not be unreasonably withheld.

  • The Company shall not be liable for any settlement of any such action effected without the written consent of the Company, but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless any Indemnified Stockholder and any such controlling person from and against any amounts payable pursuant to such written consent in connection with such settlement.

  • For the avoidance of doubt, Parent shall not be obligated to indemnify any Indemnified Company Stockholder for costs of defense where Parent has decided not to contest the Indemnified Tax and has so advised the Indemnified Company Stock- holder, and agreed to pay the Indemnified Tax, in a writing given to the Indemnified Stockholder within the 15 business day period described above.

  • The Corporation shall not, without the prior written consent of such Indemnified Stockholder, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Stockholder is or could have been a party and indemnity could have been sought hereunder by such Indemnified Stockholder, unless such settlement includes an unconditional release of such Indemnified Stockholder from all liability on claims that are the subject matter of such proceeding.

  • The Indemnified Stockholder Parties may, by counsel, participate in such proceedings, negotiations or defense, at their expense.


More Definitions of Indemnified Stockholder

Indemnified Stockholder shall have the meaning set forth in Section 5(e)(i). Indemnifying Party shall have the meaning set forth in Section 5(e)(v).
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Indemnified Stockholder has the meaning set forth in ----------------------- Section 12.2.7.
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Indemnified Stockholder is defined in Section 7(g)(i).
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Indemnified Stockholder shall have the meaning set forth in Section 2.6(a).
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Related to Indemnified Stockholder

  • Qualified Stockholder means: (a) the record holder of a share of Class B Common Stock as of the IPO Date; (b) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the IPO Date pursuant to the exercise or conversion of any Option or Convertible Security that, in each case, was outstanding as of the IPO Date; (c) each natural person who, prior to the IPO Date, Transferred shares of capital stock of the Corporation to a Permitted Entity that is or becomes a Qualified Stockholder; (d) each natural person who Transferred shares of, or equity awards for, Class B Common Stock (including any Option exercisable or Convertible Security exchangeable for or convertible into shares of Class B Common Stock) to a Permitted Entity that is or becomes a Qualified Stockholder; and (e) a Permitted Transferee.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Investor Party has the meaning set forth in Section 4.7.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

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

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Major Stockholder means any such Person.

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Investor Parties has the meaning set forth in the Preamble.