Indemnifying Shareholder definition
Examples of Indemnifying Shareholder in a sentence
In addition, Parent shall be entitled to place “stop transfer” restrictions on the shares of Parent Common Stock held by any Indemnifying Shareholder who fails to make such payment to Parent within 15 business days after receipt by such Indemnifying Shareholder of a Payment Notice.
Notwithstanding anything hereinabove to the contrary, in the event of any Damages arising from a breach of the representations set forth in Section 3.01, 3.03, or 3.05 in excess of the Escrowed Shares remaining in escrow, the Indemnifying Shareholders shall be severally liable on a pro rata basis based upon the amount of shares of Parent Common Stock issued to each Indemnifying Shareholder hereunder, but not in excess of such amount of Parent Common Stock issued to such Indemnifying Shareholder.
Any claim for Damages against an Indemnifying Shareholder to be satisfied by Escrowed Shares shall be pursuant to and in accordance with the Escrow Agreement.
Thereafter, the Indemnitee shall promptly deliver to the Indemnifying Shareholder copies of all notices and documents received by the Indemnitee relating to such claim.
Buyer may appoint a successor Escrow Agent so long as such successor is a bank with assets of at least $500,000,000, and may appoint any other successor Escrow Agent with the consent of the Indemnifying Shareholder, which shall not be unreasonably withheld or delayed.
The Indemnifying Shareholder is required to prepare and file any and all income or other tax returns applicable to the Acquisition Fund with the Internal Revenue Service and all required state and local departments of revenue in all years income is earned in any particular tax year as and to the extent required under the provisions of the Code.
Absent receipt of specific written investment instructions from the Buyer or Indemnifying Shareholder, the Escrow Agent shall have no obligation or duty to invest (or otherwise pay interest on) the Escrow Cash; provided, however, that in the event the Escrow Agent shall not have received such written investment instruction, the Escrow Agent shall be authorized to invest any of the Escrow Cash in the ▇▇▇▇▇ Fargo Advantage Government Money Market Fund until such investment instruction is received.
The Buyer and the Indemnifying Shareholder agree that the Escrow Agent shall have no responsibility for determining, or reporting, the Fair Market Value of the Escrow Shares.
The Escrow Agent shall forward to the Indemnifying Shareholder all proxy statements, reports, and tender and exchange offer materials received by it with respect to the Escrow Shares.
Any taxes payable on income earned from the investment of any sums held in the Escrow Fund will be the responsibility of Indemnifying Shareholder, whether or not the income was distributed by the Escrow Agent during any particular year as and to the extent required under the provisions of the Code.