Stockholder Indemnified Persons definition

Stockholder Indemnified Persons has the meaning set forth in Section 2.7(a).

Stockholder Indemnified Persons means each Stockholder, director, officer, member, partner, employee, agent and representative of such Stockholder and each person, if any, who controls any such Stockholder within the meaning of the Securities Act or the Exchange Act; and

Stockholder Indemnified Persons shall have the meaning set forth in Section 5.3 hereof.

Examples of Stockholder Indemnified Persons in a sentence

• The Corporation also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 2.7(a).

• The Company also agrees to indemnify any underwriter of Registrable Securities and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, on substantially the same basis as that provided to the Stockholder Indemnified Persons in this Section 7(a).

• Except for liability of Parent for fraud or willful breach of a covenant, this Section 7.3 and of the rights and restrictions set forth herein shall be the exclusive and sole remedy of the Company Stockholder Indemnified Persons in connection with this Agreement, the Merger and the transactions contemplated herein.

• Indemnified Adverse Consequences will be without duplication with respect to Stockholder Indemnified Persons, on one hand, and I/O Indemnified Persons, on the other hand.

• Notwithstanding the other provisions of this Section 9, the Parent shall not be obligated to indemnify any Stockholder Indemnified Person with respect to any claim for Damages pursuant to Section 9.2(b) unless and until the aggregate amount that the Stockholder Indemnified Persons are entitled to receive in the absence of this clause exceeds $42,000 (the “Parent Basket”).

• The rights of the Parent Indemnified Persons and the Stockholder Indemnified Persons under this ARTICLE VIII are cumulative, and each Parent Indemnified Person and Stockholder Indemnified Person shall have the right in its sole discretion to enforce any provision of this ARTICLE VIII without regard to the availability of any other remedy under any other provision of this Agreement.

• The Company Stockholders shall, and shall cause each of their respective Affiliates to use commercially reasonable efforts to mitigate any of their Losses that the Company Stockholder Indemnified Persons may recover pursuant to this Article 11 solely to the extent required by common law.

• At such time that the aggregate amount recoverable by the Stockholder Indemnified Persons exceeds the Parent Basket, the Stockholder Indemnified Persons shall only be entitled to recover the aggregate amount in excess of the Parent Basket (in no event shall the Parent be obligated to provide indemnification for any dollar amount below the Parent Basket).

• The shares of Parent Common Stock being held in escrow pursuant to this Agreement (the "Escrow Shares") shall collectively constitute an escrow fund (the "Escrow Fund") with respect to the indemnification, compensation and reimbursement rights of Parent and the other Stockholder Indemnified Persons under certain circumstances under the Merger Agreement.

• Notwithstanding the foregoing, and except as provided elsewhere in this Agreement, SmarTalk shall indemnify and hold harmless Stockholder Indemnified Persons from and against any Damages which relate to, result from or arise from the conduct of the business of the Company for any period after the Initial Closing.

More Definitions of Stockholder Indemnified Persons

Stockholder Indemnified Persons means the Stockholder and its Affiliates and their respective officers, directors and employees.

Stockholder Indemnified Persons means the Company Stockholders and their Affiliates. “Stockholders’ Representative” has the meaning set forth in the preamble. “Stockholders’ Representative Expense Amount” means $0.00.

Stockholder Indemnified Persons means and include the Stockholders and their heirs, legal representatives, estates and permitted assigns. "Indemnified Persons" shall mean and include the Parent Indemnified Persons and the Stockholder Indemnified Persons.

Stockholder Indemnified Persons means and include the Stockholders and their respective successors and assigns.

Stockholder Indemnified Persons means the Stockholders and their respective directors, officers, employees, Affiliates, agents, successors and assigns. “Stockholder Indemnifying Parties” means the Effective Time Holders. “Stockholders’ Representative Expenses” has the meaning as set forth in Section 8.4.5. “Subsidiary” means, when used with respect to any corporation, limited liability company, partnership, association, trust or other entity the accounts of which would be consolidated with those of such party in such entity’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, Annex A-10

Stockholder Indemnified Persons means the Company Stockholders and their Affiliates. “Stockholders’ Representative” has the meaning set forth in the preamble.