Indemnity Escrow Shares definition

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

Indemnity Escrow Shares means a number of shares of Parent Common Stock equal to 7.5% of the total number of shares of Parent Common Stock comprising the aggregate Merger Consideration rounded down to the nearest whole share.

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

Examples of Indemnity Escrow Shares in a sentence

• Any Indemnity Escrow Shares subject to such a dispute shall not be released to Seller or the Members until such dispute is finally resolved.

• As set forth in Section 3.2 and Section 3.3, Seller may, at its option, direct that any payment by Buyer or issuance by Parent (including by release of Indemnity Escrow Shares pursuant to the Escrow Agreement) be made instead to the Members in accordance with their respective Pro Rata Percentages.

• To the extent allowed under applicable Law, the rights of Seller to the Deferred Cash Payment and the Indemnity Escrow Shares shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of state, local or non-U.S. applicable Law, as appropriate.

• In the event such amount is to be recovered from the Escrow Account, such Indemnity Escrow Shares will be valued at the Per Parent Share Price.

• The Escrow Agent will hold the remaining portion of the Indemnity Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto.

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

Indemnity Escrow Shares means 88,203 shares of Acquiror Common Stock.

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 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 One Million Three Hundred Thousand (1,300,000) shares of SFX Common Stock issued as part of the Stock Consideration (inclusive of the portion of such SFX Shares allocable to Blocker’s portion of such amount from the Blocker Stock Consideration).