Indemnifying Stockholder definition

Indemnifying Stockholder has the meaning set forth in the preamble to this Agreement.

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Indemnifying Stockholder means any Company Securityholder (other than holders of Company Options and holders of Nonvested Option Stock and Nonvested Stock (but only with respect to the Company Options and shares of Nonvested Option Stock and Nonvested Stock, as applicable, held by such holders)) who holds Company Securities as of immediately prior to the Effective Time; provided, however, that any reference in this Agreement to an Indemnifying Stockholder with respect to liabilities for Unlimited Claims to the extent amounts remaining in the Escrow Fund are insufficient or which become payable following the Escrow Period shall mean any Company Securityholder (other than holders of Company Options, Warrant Holders and holders of Nonvested Option Stock and Nonvested Stock (but only with respect to the Company Options, Warrants and shares of Nonvested Option Stock and Nonvested Stock, as applicable, held by such holders)) that has executed and delivered a Joinder Agreement or a Stockholder Written Consent (any such holder of Company Stock, a “Participating Holder”).

Indemnifying Stockholder has the meaning set forth in Section 9.2(a).

Examples of Indemnifying Stockholder in a sentence

The Indemnification Representatives shall have no liability to any Indemnifying Stockholder for any action taken or omitted on behalf of the Indemnifying Stockholders pursuant to this Article VI.
The Indemnification Representatives shall have full power and authority on behalf of each Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Stockholders under this Article VI.
The Indemnification Representative shall have full power and authority on behalf of each Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Stockholders under this Article VI.
The Indemnification Representative shall have no liability to any Indemnifying Stockholder for any action taken or omitted on behalf of the Indemnifying Stockholders pursuant to this Article VI.
For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty.
Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representative shall have the authority to effect such rounding in such a manner that the total number of whole Escrow Shares to be distributed equals the number of Escrow Shares then held in the Escrow Account).
The Indemnification Representative shall have no liability to any Company Stockholder or Indemnifying Stockholder for any action taken or omitted on behalf of the Company Stockholders or Indemnifying Stockholders pursuant to this Article VI.
Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representatives shall have the authority to effect such rounding in such a manner that the total number of whole Escrow Shares to be distributed equals the number of Escrow Shares then held in the Escrow Account).
Distributions to the Indemnifying Stockholders shall be made by mailing stock certificates to such holders at their respective addresses shown on Attachment A (or such other address as may be provided in writing to the Escrow Agent by any such Indemnifying Stockholder).
Any notice to be given to any Indemnifying Stockholders hereunder shall be given to the Representative or, if for any reason there ceases to be a Representative, to each Indemnifying Stockholder.

More Definitions of Indemnifying Stockholder

Indemnifying Stockholder means any Company Stockholder other than any holder of Company Restricted Shares.

Indemnifying Stockholder means ▇▇▇▇ ▇▇▇.

Indemnifying Stockholder is defined in Section 6.07(d).

Indemnifying Stockholder is defined in Section 8.1.

Indemnifying Stockholder means any holder of Eligible Shares that receives Per Share Merger Consideration pursuant to this Agreement. For the avoidance of doubt, none of Ultimate Parent, Parent or Merger Sub shall be an Indemnifying Stockholder for purposes of this Agreement.