Stockholder Indemnitors definition

Stockholder Indemnitors has the meaning set forth in Section 2.12(f).

Stockholder Indemnitors means the Stockholders, severally and not jointly (in accordance with their respective Pro Rata Escrow Share). [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Stockholder Indemnitors means Justxx Xxx Xxxg, Xxx Xxxaxx Xxxxx, Xxnzxxxx Xxxx xxx Faitx Xxxxx. Xxe Stockholder Indemnitors and Parent shall issue joint written instructions to the Escrow Agent (i) to distribute the Escrow Shares, upon final resolution of all claims by the Parent Indemnitees (as defined in Section 11.1) for indemnification under Article XI, to the Parent Indemnitees or the Stockholder Indemnitors or both in accordance with such resolution or (ii) if no claims for indemnification by the Parent Indemnitees shall be made on or before the first anniversary of the Merger, to distribute the Escrow Shares to the Stockholder Indemnitors in accordance with their respective entitlements.

Examples of Stockholder Indemnitors in a sentence

• The Corporation and the Stockholder Directors agree that the Stockholder Indemnitors are express third party beneficiaries of the terms of this paragraph.

• The Corporation further agrees that no advancement or payment by the Stockholder Indemnitors on behalf of the Stockholder Directors with respect to any claim for which the Stockholder Directors have sought indemnification from the Corporation shall affect the foregoing and the Stockholder Indemnitors shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Stockholder Directors against the Corporation.

• The Company shall be the indemnitor of first resort (i.e., its obligations to such directors are primary and any obligation of the Stockholder Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such directors are secondary).

• The Corporation further agrees that no advancement or payment by the Stockholder Indemnitors on behalf of the Corporation with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall affect the foregoing and the Stockholder Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Covered Persons against the Corporation.

• No advancement or payment by the Stockholder Indemnitors on behalf of such directors with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing and the Stockholder Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such directors against the Company.

• The Company shall advance the full amount of expenses incurred by such directors and shall be liable for the full amount of all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred to the extent legally permitted and as required hereunder, without regard to any rights such director may have against the Stockholder Indemnitors.

• The Corporation further agrees that no advancement or payment by the Stockholder Indemnitors on behalf of the Corporation with respect to any claim for which the Specified Persons have sought indemnification from the Corporation shall affect the foregoing and the Stockholder Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Persons against the Corporation.

• In accordance with rules established by the Plan Sponsor, a Participant may elect to defer Compensation which is due to be earned and which would otherwise be paid to the Participant in any percentages designated by the Participant.

• The Stockholder Indemnitors shall not be liable under this Article 5 for any Damages relating to any matter to the extent that there is included a specific Liability or reserve relating to such matter in the Unaudited Interim Balance Sheet; provided, that the Stockholder Indemnitors shall be liable for any Damages in excess of the amount stated in the Unaudited Interim Balance Sheet.

• The Company further agrees that no advancement or payment by the Principal Stockholder Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company, as the case may be, shall affect the foregoing and the Principal Stockholder Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company.

More Definitions of Stockholder Indemnitors

Stockholder Indemnitors has the meaning given that term in Section 2.05.

Stockholder Indemnitors has the meaning set forth in Section 5.3.

Stockholder Indemnitors is defined in Section 6.2(a).

Stockholder Indemnitors as defined in the Stock Purchase Agreement.