Indemnifying Securityholder definition

Indemnifying Securityholder means any Signing Stockholder, any Signing Vested Optionholder or any Stockholder who signs a joinder hereto agreeing to be subject to the indemnity obligations herein other than as a result of contribution to the Escrow Amount and any Vested Optionholder who does the same.
Sample 1
Indemnifying Securityholder is defined in Section 10.4(d).
Sample 1
Indemnifying Securityholder means each Escrow Participant. “Independent Accounting Firm” has the meaning set forth in Section 1.14(c). “Information Statement” has the meaning set forth in Section 4.10(b). “Initial Payment” has the meaning set forth in Section 1.12(b).
Sample 1

Examples of Indemnifying Securityholder in a sentence

  • If the Indemnifying Party in such Response contests the payment of all or part of the Damages claimed in the Claim Notice, the Indemnifying Securityholder and the Indemnified Party shall use good-faith efforts to resolve such dispute.

  • If the Representative consents to any such settlement, neither the Representative nor any Indemnifying Securityholder will have any power or authority to object to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement.

  • Each Indemnified Person and the Escrow Agent will be entitled to rely 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 Securityholder.

  • The Holders’ Agent shall, in no case or event, be liable to any Indemnifying Securityholder for any punitive, incidental or consequential damages.

  • If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

  • A decision, act, consent or instruction of the Holders’ Agent shall constitute a decision of all Indemnifying Securityholders and shall be final, binding and conclusive upon each such Indemnifying Securityholder, and any Parent Indemnified Party may rely upon any decision, act, consent or instruction of the Holders’ Agent as being the decision, act, consent or instruction of each and every such Indemnifying Securityholders.

  • Until the Escrow Expiration Date, no delay on the part of a Company Indemnified Party in delivering a Notice of Claim with respect to claims under Section 7.2(b) for breach of Company representations and warranties that are not Fundamental Company Representations shall relieve any Indemnifying Securityholder (each an “Indemnifying Party”) from any of its respective obligations under this Article VII unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby.

  • I have reviewed and understand the escrow and indemnification provisions of Article VII of the Merger Agreement, and my signature to this Letter of Transmittal and tender of my ImmuMetrix Certificates constitute my agreement to be bound by Article VII of the Merger Agreement as an Indemnifying Securityholder (as defined in the Merger Agreement).

  • If the Representative and Parent should so agree, a memorandum setting forth such agreement will be prepared and signed by both parties and, except as set forth in the next sentence, within ten days of entering into such memorandum, each Indemnifying Securityholder will wire transfer to Parent immediately available funds equal to its Aggregate Escrow Funding Percentage of the amount of cash agreed to be delivered to Parent in the memorandum.

  • Notwithstanding anything to the contrary herein, except for claims for intentional misrepresentation, willful misconduct or fraud, no Indemnifying Securityholder shall be liable for more than the aggregate amount of Merger Consideration to be paid to such Indemnifying Securityholder (assuming the full amount of Merger Consideration (including all amounts held in the Escrow Fund) is actually paid to such Indemnifying Securityholder) pursuant to this Agreement.


More Definitions of Indemnifying Securityholder

Indemnifying Securityholder means any Company Securityholder.
Sample 1
Indemnifying Securityholder has the meaning set forth in Section 8.2(a).
Sample 1
Indemnifying Securityholder means each Escrow Participant.
Sample 1
Indemnifying Securityholder means any Signing Stockholder, any Signing Vested Optionholder or any Stockholder who signs a joinder hereto agreeing to be subject to the indemnity
Sample 1
Indemnifying Securityholder means the Principal Shareholders and Element K.
Sample 1
Indemnifying Securityholder means Yaskawa Electric Corporation.
Sample 1

Related to Indemnifying Securityholder

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

  • 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).

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

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

  • 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).

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

  • Investor Indemnified Party is defined in Section 4.1.

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

  • 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.

  • 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.

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

  • Holder Indemnified Party is defined in Section 4.1.

  • Securityholder means the Person in whose name a Security is registered on the Registrar's books.

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

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

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • 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 ___________]].

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

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

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).