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

Parent Indemnity Shares means the number of shares of Parent Common Stock equal to (x) the sum of Losses indemnifiable pursuant to Section 9.2(b) for the period from the Closing until the Indemnity Escrow Release Date, (y) divided by the Twenty Day Average for the Indemnity Escrow Release Date. The Holder Representative shall provide written notice to Parent of its reasonable and good-faith determination of each Loss indemnifiable pursuant to Section 9.2(b) and incurred following the Indemnity Escrow Release Date (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 Exchange Agent an amount of shares of Parent Common Stock (each such share, a “Parent Additional Indemnity Share”) equal to (x) the Parent Additional Loss so reasonably determined in good-faith by Holder Representative divided by (y) the Twenty Day Average for the date of such issuance. Within three (3) Business Days of receipt of any Parent Indemnity Shares or Parent Additional Indemnity Shares, the Exchange Agent will pay to each Holder Indemnitee who has surrendered before the Indemnity Escrow Release Date his, her or its Certificates (if applicable) and duly executed Letter of Transmittal, pro rata in accordance with the Holder Indemnitee’s Losses indemnifiable pursuant to Section 9.2(b), the Parent Indemnity Shares or the Parent Additional Indemnity Shares, as applicable.

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

Examples of Parent Indemnity Shares in a sentence

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.
The Parent Indemnity Shares shall be held to satisfy the Parent's and Merger Sub's indemnification obligations set forth in Section 10.4.
Once the aggregate amount of Losses exceeds the Threshold, the Indemnifying Parties shall be jointly and severally liable for the full amount of all Losses up to the amount of the Holdback Shares or the Parent Indemnity Shares (except as set forth in Sections 8.2(b) and (d) above), as applicable, including any amounts which constituted the Threshold.
If Parent makes any payment in cash in lieu of shares of Parent Common Stock, Parent shall cancel, return to the treasury of Parent and then retire in accordance with the NRS out of the Parent Indemnity Shares a number of shares of Parent Common Stock (rounded up to the nearest whole share) equal to (A) the amount of such Losses, divided by (B) the Parent Share Price (up to the amount of remaining Parent Indemnity Shares).
Subject to the indemnification limitations set forth in this Article VIII, the Shareholder Indemnified Parties are entitled to receive Parent Indemnity Shares in an amount sufficient to satisfy indemnifiable Losses of the Shareholder Indemnified Parties up to the maximum amount of the Parent Indemnity Shares.
Upon the final determination of any claim for indemnification, Parent shall issue Parent Indemnity Shares in an aggregate amount necessary to satisfy and pay such claim, and each Shareholder Indemnified Party shall be entitled to receive its respective Pro Rata Portion of the Parent Indemnity Shares, subject to the requirement that such Shareholder Indemnified Party satisfies applicable SEC accredited investor standards, unless the issuance is otherwise exempt under applicable SEC rules.

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 11.1 hereof;
Indemnity Cap has the meaning set forth in Section 9.2(b).
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 shall have the meaning assigned to such term in Section 7.2.
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, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

Parent Indemnity Shares definition

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