Per Share Indemnity Escrow Amount definition

Per Share Indemnity Escrow Amount means (a) the Indemnity Escrow Amount --------------------------------- divided by (b) the aggregate number of Shares outstanding immediately prior to ---------- the consummation of the transactions contemplated by this Agreement.
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Per Share Indemnity Escrow Amount means, with respect to each share of Company Capital Stock outstanding immediately prior to the Closing or issuable upon the exercise of a Company Warrant, an amount in cash equal to (i) the Indemnity Escrow Value divided by (ii) the Company Indemnitor Share Number.
Sample 1
Per Share Indemnity Escrow Amount means (a) with respect to each Company Indemnitor Share held by an Unaccredited Stockholder, an amount of cash equal to (i) the Indemnity Escrow Fund divided by (ii) the Company Indemnitor Share Number, and (b) with respect to each Company Indemnitor Share held by an Accredited Investor, (i) a number of shares of Parent Common Stock equal to 90% of (A) the Per Share Indemnity Escrow Amount as calculated pursuant to the foregoing clause (a) divided by (B) the Parent Stock Price and (ii) an amount of cash equal to 10% of the Per Share Indemnity Escrow Amount as calculated pursuant to the foregoing clause (a). For purposes of this calculation, all amounts will be aggregated before any rounding occurs so that only a whole number of shares of Parent Common Stock will be deposited with the Escrow Agent.
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More Definitions of Per Share Indemnity Escrow Amount

Per Share Indemnity Escrow Amount means the quotient determined by dividing (i) the aggregate amount released from the Indemnity Escrow Account for distribution to the Escrow Participants, by (ii) the Escrow Participant Total Stock; provided, however, for any share of Company Preferred Stock, the foregoing amount will be multiplied by the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible.
Sample 1
Per Share Indemnity Escrow Amount means (a) with respect to shares of Company Capital Stock held by an Unaccredited Stockholder or issuable upon the exercise of a Vested Company Option or settlement of a Vested Company RSU, an amount of cash equal to (i) the Indemnity Escrow Value divided by (ii) the Company Indemnitor Share Number and (b) with respect to each share of Company Capital Stock held by an Accredited Stockholder or issuable upon the exercise of a Company Warrant, a number of shares of Parent Class A Common Stock equal to (i) the Per Share Indemnity Escrow Amount as calculated pursuant to the foregoing clause (a) divided by (ii) the Parent Stock Price.
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Per Share Indemnity Escrow Amount the meaning set forth in Section --------------------------------- 2.13(a).
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Per Share Indemnity Escrow Amount means, with respect to the Indemnity Escrow Funds, an amount equal to the amount of the Indemnity Escrow Funds, divided by the amount of Total Outstanding Shares.
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Related to Per Share Indemnity Escrow Amount

  • Indemnity Escrow Amount means $3,000,000.

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrow Cash is defined in Section 4.1(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C of the Plan.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

  • Working Capital Escrow Amount means $1,000,000.

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.