Indemnifying Shareholder definition

Indemnifying Shareholder has the meaning given to that term in Section 7(b);
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Indemnifying Shareholder means (i) each Shareholder that is not, nor could become, a holder of Dissenting Shares, (ii) each Shareholder who following the Effective Time loses, or relinquishes, his/her/its right to be a dissenting shareholder in accordance with Chapter 13 of the CGCL, and (iii) each Consenting Optionholder that exercises any Parent Option prior to February 28, 2011, but only with respect to such shares of Parent Common Stock deposited into the Indemnity Escrow Fund.
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Indemnifying Shareholder has the meaning given to such term in Section 2.3(a);
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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.

  • Thereafter, the Indemnitee shall promptly deliver to the Indemnifying Shareholder copies of all notices and documents received by the Indemnitee relating to such claim.

  • 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.

  • The Indemnifying Shareholder acknowledges and agrees that the Indemnifying Shareholder is familiar with trade secrets and with other confidential information relating to GPP and the Affiliates.

  • Accordingly, any agreement, understanding, arrangement or obligation that is in violation of Section 10.11(a) shall be null and void and of no further force or effect as to the provision that requires that compensation be paid to such Indemnifying Shareholder, but shall not affect the validity or enforceability of the remaining provisions of such agreement, understanding, arrangement or obligation.

  • Subject to Section 1.5 above, the Escrow Agent shall have no authority to sell or dispose of any Escrow Shares unless pursuant to and in accordance with, joint written instructions from Buyer and the Indemnifying Shareholder.

  • Next abundant cyanobacteria include Aphanizomenon, Dolichospermum, Cylindrospermopsis, Anabaena, Calothrix, Microcystis, Microcoleus, Aphanothece and Planktothrix spp.

  • The Indemnifying Shareholder shall have the authority to instruct the Escrow Agent whether or not to accept any tender or exchange offers with respect to the Escrow Shares.

  • Any tax returns required to be prepared and filed will be prepared and filed by Indemnifying Shareholder with the Internal Revenue Service in all years income is earned, whether or not income is received or distributed in any particular tax year, and Escrow Agent will have no responsibility for the preparation and/or filing or any tax return with respect to any income earned by the Acquisition Fund.


More Definitions of Indemnifying Shareholder

Indemnifying Shareholder means Andxxx Xxxxxxx, Xarx Xxxxxxx, Xraxx Xxxxxxxx, xnd Danxxx Xxxxxxxx.
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Indemnifying Shareholder has the meaning as set out in Section 4.5(b); "Involved Parties" has the meaning ascribed to it in Section 1.5(a);
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Indemnifying Shareholder means The Beacon Group III - Focus Value Fund, L.P., a Delaware limited partnership.
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Indemnifying Shareholder means each of, and "Indemnifying Shareholders" means collectively, the following Persons: X.X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx.
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Related to Indemnifying Shareholder

  • 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).

  • 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).

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

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Company Shareholder means a holder of Company Shares.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

  • Company Shareholders means holders of Company Shares.

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

  • Investor Indemnified Party is defined in Section 4.1.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Stockholder Representative has the meaning set forth in the preamble.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.