Parent Indemnity Shares shall have the meaning set forth in Section 1.8(b).

Parent Indemnity Shares means an amount of shares of Parent Common Stock equal to the lesser of (x) (A) the sum of Losses indemnifiable pursuant to Section 3.01(a) for the period from the Closing until the Indemnity Escrow Release Date (B) divided by the Twenty Day Average for the Indemnity Escrow Release Date and (y) the Investor Indemnity Shares. The Investor Indemnitees shall provide written notice to Parent of their reasonable and good-faith determination of each Loss indemnifiable pursuant to Section 3.01(a) and incurred following the Indemnity Escrow Release Date, together with reasonable supporting calculations and documentation, (each such loss, a “Parent Additional Loss”) no later than thirty (30) days following the occurrence of such Parent Additional Loss, and Parent shall issue to the Investors an amount of shares of Parent Common Stock (each such share, a “Parent Additional Indemnity Share”) equal to the lesser of (x) (A) such Parent Additional Loss so reasonably determined in good-faith by the Investor Indemnitees divided by (y) the Twenty Day Average for the date of such issuance and (y) the excess, if any, of (i) the Investor Indemnity Shares and (ii) the aggregate number of Parent Indemnity Shares and Parent Additional Indemnity Shares issued by Parent prior to the date Parent received notice of such Parent Additional Loss.

Parent Indemnity Shares has the meaning set forth in Section 3.01(e).

Examples of Parent Indemnity Shares in a sentence

The Parent Indemnity Shares shall be held to satisfy the Parent's and Merger Sub's indemnification obligations set forth in Section 10.4.
On or prior to the Effective Time, Parent shall have reserved, and, except as set forth in Section 10, shall at all times maintain in reserve during the Escrow Period, that number of authorized but unissued shares of Parent Common Stock equal to the number of Shareholders Indemnity Shares withheld pursuant to Section 1.8(a) (the "Parent Indemnity Shares").
Notwithstanding the foregoing, a Company Shareholder's sole recourse for any Damages with respect to which indemnification is sought under this Section 10 (other than Damages determined by a court in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall be to the Parent Indemnity Shares.
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More Definitions of Parent Indemnity Shares

Parent Indemnity Shares means a number of shares of Parent Common Stock equal to (a) the number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time multiplied by (b) ten percent (10%).

Related to Parent Indemnity Shares

Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Parent Indemnitees has the meaning set forth in Section 8.02.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Losses shall have the meaning set forth in Section 8.2.
Indemnity Cap has the meaning set forth in Section 10.3(a).
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Indemnity Escrow Amount means $3,000,000.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Indemnified Parties has the meaning set forth in Section 8.2.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.

Parent Indemnity Shares definition

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Related Definitions

Related to Parent Indemnity Shares