Indemnifying Holders definition

Indemnifying Holders has the meaning set forth in Section 8.02(a).

Indemnifying Holders means the Company Securityholders.

Indemnifying Holders means the holders of Company Capital Stock, Vested Company Options and Company Warrants that receive any portion of the Total Consideration.

Examples of Indemnifying Holders in a sentence

• The Indemnifying Holders acknowledge that the Securityholders’ Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby.

• Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Securityholders’ Agent on behalf of the Indemnifying Holders.

• After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Indemnifying Holders, and the Reviewing Accountant shall provide Acquirer and the Securityholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination.

• Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter.

• As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Shares.

More Definitions of Indemnifying Holders

Indemnifying Holders means Escrow Holders and Principal Stockholders.

Indemnifying Holders means, collectively, the (i) Company Stockholders as of immediately prior to the Effective Time, (ii) Company Optionholders holding In-the-Money Options as of immediately prior to the Effective Time and (iii) Company Warrantholders holding Vested In-the-Money Warrants as of immediately prior to the Effective Time.

Indemnifying Holders means holders of shares of Company Capital Stock and holders of Cash-Out Options as of immediately prior to Effective Time (after giving effect to any exercises of Company Options and Company Warrants, or settlement of Company RSUs, conditioned upon the occurrence of the Closing), excluding, for the avoidance of doubt, Parent and any direct or indirect wholly owned subsidiary of Parent (including the Surviving Corporation).

Indemnifying Holders means the holders of Company Capital Stock and Phantom Share Equivalents that receive any portion of the Merger Consideration.

Indemnifying Holders means the holders of Company Common Stock that receive any portion of the Merger Consideration.

Indemnifying Holders means holders of Company Preferred Stock, Company Common Stock and In-the-Money Warrants. For avoidance of doubt, Indemnifying Holders excludes Common Stock Allocation Participants.

Indemnifying Holders means the Sponsor Securityholders, Representative and the Transaction Bonus Plan Participants.