Indemnity Shares definition

Indemnity Shares means the Purchaser Shares to be held in the Indemnity Account as defined in Section 9(A)(iii) of the Plan of Recapitalization, the number of which are subject to adjustment pursuant to the remainder of Section 9 of the Plan of Recapitalization.

Indemnity Shares shall have the meaning specified in paragraph D of Recitals.

Indemnity Shares means 50,000 of the Closing Shares to be held by the Company in accordance with the terms of this Agreement.

Examples of Indemnity Shares in a sentence

• The provisions of “Certain Payments and Deliveries by Issuer” in Section 7 above shall apply to such a share settlement of an Obligation as if the relevant Obligation was the “Early Settlement Payment” and the Indemnity Shares were “Early Settlement Shares”.

• In order to elect to deliver Indemnity Shares, Issuer must (i) specify whether such Indemnity Shares are to be sold by means of a registered offering or by means of a private placement and (ii) the conditions described in Section 8 above must be satisfied as if the Indemnity Shares were “Early Settlement Shares” and any additional Shares Issuer delivers to reduce the settlement balance to zero in connection with this Section 14 were “Make-Whole Shares”.

• To the extent any Indemnity Shares are not subject to an indemnification claim against a Seller under Section 14.2 within six months after the Closing, Purchaser shall instruct the Escrow Agent to release such Indemnity Shares to the Sellers entitled to them in accordance with the Plan of Recapitalization.

• Any fractional shares among such Indemnity Shares subject to release from escrow under this Section 14.2(b) shall be subject to Section 7 of the Plan of Recapitalization.

• Each Seller's sole obligation and Purchaser's sole remedy with respect to indemnification by such Seller for a breach of a representation, warranty or covenant under Section 14.2(a)(ii) shall be for Purchaser to instruct the Escrow Agent to return to Purchaser a number of Indemnity Shares equal to the amount of the applicable Loss divided by the IPO Price (in accordance with Section 9(D) of the Plan of Recapitalization) until the total number of Indemnity Shares equals zero.

More Definitions of Indemnity Shares

Indemnity Shares means Topco Common Shares issued to Rover pursuant to ‎Section 9.9 or ‎Section 9.10.

Indemnity Shares has the meaning set forth in Section 9.1 hereof;

Indemnity Shares shall have the meaning set forth in Section 7.

Indemnity Shares means that number of Multiple Voting Shares (rounded down to the nearest whole share) equal to 10% of the number of Base Shares less the Stockholder Representative Shares.

Indemnity Shares means the number of shares of MarketWatch Common Stock received by a Principal Shareholder in the Merger plus the number of shares of MarketWatch Common Stock subject to Charts Options, Charts Warrants or Charts Other Securities held by him, her or it and exchanged or assumed in connection with the Merger less the Initial Unlocked Shares, as adjusted for any Capital Changes. The Indemnity Shares shall not include any shares subject to MarketWatch Options held by a Principal Shareholder which options are unvested and subsequently canceled as a result of termination of a Principal Shareholder's employment pursuant to the terms of such Principal Shareholder's Employment Agreement and related stock option agreement.

Indemnity Shares means 10% of the Closing Shares, al of which are to be held by the Company in accordance with the terms of this Agreement.

Indemnity Shares means 375,000 Shares.