Indemnifying Holder definition

Indemnifying Holder means (i) Company Stockholders (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares), (ii) Company Optionholders holding Cash-Out Options and (iii) Company Warrantholders.
Sample 1Sample 2
Indemnifying Holder has the meaning set forth in Section 6.10(d).
Sample 1
Indemnifying Holder. As defined in Section 8(b) hereof.
Sample 1

Examples of Indemnifying Holder in a sentence

  • In no event will the aggregate liability of the Indemnifying Holder exceed the amount of the net proceeds received by the Indemnifying Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or such officer, director, employee or Controlling Person, and will survive the transfer of such securities by the Indemnifying Holder.

  • The escrow agreement shall also provide that any portion of the Indemnification Amount held in escrow for five (5) years shall be released by the escrow agent to the Indemnifying Holder.

  • Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Escrow Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii).

  • The Securityholders’ Agent shall be entitled to: (i) rely upon the Spreadsheet; (ii) rely upon any signature believed by it to be genuine; and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Holder or other party.

  • The Company may pursue and enforce all rights and remedies it may have against each Indemnifying Holder under this Section 12.15, including instituting a lawsuit to collect such contribution with interest calculated at Prime Rate plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

  • Holdings LLC may pursue and enforce all rights and remedies it may have against each Indemnifying Holder under this Section 11.4, including instituting a lawsuit to collect such indemnified amount, and shall be entitled to collect interest calculated at the prime rate as published in The Wall Street Journal from time to time plus five percentage points per annum (but not in excess of the highest rate per annum permitted by law).

  • Any such Securityholder Representative Expenses may be recovered at the election of the Securityholder Representative, at any time from: (i) the Expense Fund; (ii) the Escrow Fund, at such time as remaining amounts would otherwise be distributable to the Indemnifying Holders and to the extent any funds remain in such fund; or (iii) from the Indemnifying Holders directly according to the Indemnity Pro Rata Share of each Indemnifying Holder.

  • Each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Indemnifying Holder.

  • Notwithstanding anything to the contrary in the other provisions of this Article I, Subco (or Acquirer on behalf of Subco) shall, in the case of each Indemnifying Holder, withhold such Indemnifying Holder’s Pro Rata Share of the Expense Fund Amount from the portion of the Adjusted Consideration otherwise payable to such Indemnifying Holder pursuant to Section 1.1(d)(i), Section 1.1(d)(ii) and Section 1.1(d)(iii).


More Definitions of Indemnifying Holder

Indemnifying Holder is defined in Section 2.3(c)(ii).
Sample 1
Indemnifying Holder means a Company Securityholder that is entitled to receive the Per Share Consideration pursuant to SECTION 3 of this Agreement by virtue of: (i) the approval and adoption of this Agreement by executing and delivering the Stockholder Written Consent, (ii) submitting a Company Stockholder Letter of Transmittal, or (iii) being a holder of Vested Options.
Sample 1
Indemnifying Holder means each Person who holds a Share or Qualifying Option immediately prior to the Closing.
Sample 1
Indemnifying Holder has the meaning set forth in Section 9.2(a).
Sample 1

Related to Indemnifying Holder

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

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

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

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

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

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

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

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

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

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Investor Indemnified Party is defined in Section 4.1.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Living Holder A Certificate Owner of a Special Retail Certificate other than a Deceased Holder.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Existing Holder means a Broker-Dealer or any such other Person as may be permitted by the Corporation that is listed as the holder of record of shares of AMPS in the Stock Books.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Holder Indemnified Party is defined in Section 4.1.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Requesting Holders shall have the meaning given in Section 2.1.5.