Indemnity Escrow Shares definition

Indemnity Escrow Shares shall have the meaning set forth in Section 3.2(d).

Indemnity Escrow Shares means that number of Parent Common Stock equal to the Indemnity Escrow Amount divided by the Parent Share Price.

Indemnity Escrow Shares has the meaning set forth in Section 3.4(a).

Examples of Indemnity Escrow Shares in a sentence

• Any indemnification claims by a Purchaser Indemnified Party shall first be paid with the Indemnity Escrow Shares then remaining in the Indemnity Escrow Account, and then any other Indemnity Escrow property then remaining in the Indemnity Escrow Account.

• The Indemnity Escrow Shares shall serve as a security for, and a source of payment of, the Indemnified Parties’ indemnity rights pursuant to ARTICLE VI.

• Subject to the next sentence, the maximum liability of Sellers in the aggregate for Indemnifiable Damages other than for Special Matters shall be limited to the Indemnity Escrow Shares, and the maximum liability of each Seller for Indemnifiable Damages, beyond the forfeiture of the Indemnity Escrow Shares, shall be limited to the value of the aggregate consideration payable by the Acquiror to such Seller pursuant to this Agreement (determined on a pre-tax basis).

• The amount of Indemnity Escrow Shares to be forfeited with respect to each Seller to satisfy each such indemnifiable claim shall equal each Seller’s Pro Rata Share of the Indemnifiable Damages to be so satisfied.

• In the event such Settlement Memorandum relates to a claim against the Indemnity Escrow Shares, Acquiror and Sellers’ Agent shall submit joint written instructions to the Escrow Agent to release the Indemnity Escrow Shares in accordance with the terms of such Settlement Memorandum and this Agreement.

More Definitions of Indemnity Escrow Shares

Indemnity Escrow Shares means 163,593 shares of Buyer Common Stock, valued at $2.75 per share.

Indemnity Escrow Shares means a number of shares of Buyer Common Stock equal to the quotient of the Indemnity Escrow Amount, divided by the Buyer Closing Stock Price (rounded up to the nearest whole share).

Indemnity Escrow Shares has the meaning set forth in ‎Section 2.6(j).

Indemnity Escrow Shares means a number of shares of Counterparty Common Stock equal to the quotient of $15,000,000, divided by the Counterparty Closing Stock Price (rounded up to the nearest whole share), subject to any adjustments pursuant to Section 1.4(b).

Indemnity Escrow Shares means, subject to Section 2.5, the number of the Buyer Shares equal to the quotient of (a) the Cap divided by (b) the Closing Date VWAP.

Indemnity Escrow Shares means the amount of Non-Cash Consideration equal to Twelve Million Dollars ($12,000,000) comprising the number of shares set forth on Schedule 1.1.

Indemnity Escrow Shares means the shares of the Common Stock of the Holding Company deposited into escrow by the Holding Company at the Closing pursuant to Section 20.1 of this Agreement. "Income Taxes" shall mean any income, gross receipts, gains, net worth, surplus, franchise or withholding taxes (including interest, penalties or other additions to Tax) imposed by a Tax Authority. "Holding Company Indemnified Claims and Losses" shall mean demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, judgments and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, disbursements and expenses, and reasonable consultants' fees, disbursements and expenses. "Intellectual Property" shall mean all patents, patent applications, trademarks, trademark registrations and applications therefor, service marks, service xxxx registrations and applications therefor, copyrights, copyright registrations and applications therefor, trade names, trade secrets, software and computer programs, know-how, inventions, processes and procedures. A-116