Indemnifying Securityholders definition

Indemnifying Securityholders has the meaning set forth in Section 7.2(b).

Indemnifying Securityholders means the Company Stockholders receiving the Merger Consideration pursuant to Section 1.5 and the holders of Options and the Warrants receiving the Merger Consideration pursuant to Section 1.8.

Indemnifying Securityholders means, collectively, the Stockholders (other than Stockholders properly exercising appraisal or dissenters’ rights for Dissenting Shares who have not withdrawn or otherwise terminated their exercise of appraisal and dissenters’ rights, as applicable, pursuant to the DGCL), and the vested In-the-Money Optionholders.

Examples of Indemnifying Securityholders in a sentence

• Any notice given to the Representative will constitute notice to each and all of the Indemnifying Securityholders at the time notice is given to the Representative.

• Parent, Merger Sub, the Company and the Surviving Corporation may, and the Escrow Agent will, disregard any notice or instruction received from any one or more individual Indemnifying Securityholders.

• All such actions of the Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Indemnifying Securityholders.

• With respect to General Liability Claims, if not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Fund and (ii) the amounts in the General Escrow Fund at such time as remaining amounts in the General Escrow Fund would otherwise be distributable to the Indemnifying Securityholders.

• 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.

More Definitions of Indemnifying Securityholders

Indemnifying Securityholders means any Stockholder or holder of Vested Company Options.

Indemnifying Securityholders means the holders of Capital Stock, In-the-Money Company Options and In-the-Money Vested Company Warrants.

Indemnifying Securityholders means the Sellers, the Optionholder and the Indemnifying Bonus Plan Participants.

Indemnifying Securityholders is defined in Section10.01(c).

Indemnifying Securityholders has the meaning set forth in Section 4.3(a).

Indemnifying Securityholders means each of the Company Securityholders as of immediately prior to the Effective Time that receive any of the Total Merger Consideration (other than Company Securityholders who only hold Disregarded Shares and not any other shares of Company Capital Stock).

Indemnifying Securityholders has the meaning given to such term in Section 9.1(b).