Stockholder Losses definition

Stockholder Losses has the meaning set forth in Section 8.4.
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Stockholder Losses has the meaning set forth in Section 10.2.
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Stockholder Losses means all damages (including, without limitation, amounts paid in settlement with Saba's consent, which consent may not be reasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs (including, without limitation, reasonable attorneys' fees) and expenses, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court and agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce a Stockholder Indemnitee's right to indemnification hereunder. Stockholder Losses shall not include lost profits or consequential damages.
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Examples of Stockholder Losses in a sentence

  • In no event shall Parent Losses or Company Stockholder Losses include any incidental, consequential, special, indirect, punitive damages, diminution in value, lost profits or amounts recoverable based on a multiple of earnings, revenues or other financial metrics.

  • With respect to Stockholder Losses, PalEx shall be the Indemnifying Party and the Stockholder shall be the Indemnified Party.

  • In the event an Additional Delivery is made in connection with Stockholder Losses, the Escrow Agent shall reduce only the Stockholder Account of the Stockholder or Stockholders responsible for such Stockholder Losses by the amount of the Additional Delivery.

  • Notwithstanding the foregoing, any claim or claims for Purchaser Losses or Stockholder Losses based on the Fraud of the Company, or the Fraud of the Purchaser, as the case may be, will not be subject to the Minimum Indemnity Threshold.

  • Notwithstanding the foregoing, in the event any portion of the Losses or Liabilities specified in such pending Claim are Stockholder Losses, Indemnity Shares equal in value to such portion which are allocated to the Stockholder Accounts of the Stockholders who are not obligated to indemnify Purchaser for such Stockholder Losses shall not be retained in the Escrow Fund, but shall be distributed to such Stockholders in accordance with Section 6 hereof.

  • No claim may be made against PGI for indemnification hereunder unless and only to the extent the aggregate of all Stockholder Losses incurred exceeds the Basket.

  • Any claim by any Parent Indemnified Party for Parent Losses, and claim made by any Company Stockholder Indemnified Party for any Company Stockholder Losses, shall be satisfied solely by a decrease or increase, respectively, on a dollar for dollar basis, in the aggregate amount of the “Liquidation Preference” of the Parent Series C Preferred Stock; provided that such Liquidation Preference shall at no time be less than $0 or greater than $38,000,000 as a result of such adjustment.

  • Subject to the limitations contained herein, all costs and expenses reasonably incurred in connection with such mitigation shall be Acquiror Losses or Stockholder Losses, as applicable, reimbursable as part of the relevant indemnification claim.

  • The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Purchaser Losses or Stockholder Losses (as the case may be) resulting from such Third-Party Claim, to assume the defense of such Third-Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel.

  • Following the Closing Date, each indemnified party agrees to, and Acquiror agrees to cause the Surviving Corporation and its Subsidiaries to, use commercially reasonable efforts to mitigate any Acquiror Losses or Stockholder Losses, as applicable, including, without limitation to seek recovery under any available insurance policy that would insure any claim with respect to such Acquiror Losses or Stockholder Losses.


More Definitions of Stockholder Losses

Stockholder Losses means the claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Stockholder Indemnified Parties including, without limitation, amounts paid in settlement, costs of investigation, reasonable attorneys', accountants' or other experts' or advisors' fees and expenses; provided that, Stockholder Losses (other than Stockholder Losses for claims made pursuant to Sections 10.2(c)) shall not include those claims, liabilities, obligations, losses, costs, expenses, penalties, fines, judgments or damages arising from any single breach, event or occurrence that do not exceed, in the aggregate from such single breach event or occurrence, $100,000.
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Stockholder Losses is defined in Section 11.1.1.
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Stockholder Losses has the meaning specified in Section 8.2.
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Stockholder Losses means the amount of indemnifiable Liabilities or Losses for which a Stockholder is finally determined to be liable pursuant to, and in accordance with, Section 10.2(b) of the Merger Agreement, subject to the limitations, terms and conditions with respect thereto contained in the Merger Agreement.
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Related to Stockholder Losses

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

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Investor Indemnified Party is defined in Section 4.1.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Excepted Holder Limit means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Initial Holder Limit means a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Initial Holder. From the Issue Date, the secretary of the Corporation, or such other person as shall be designated by the Board of Directors, shall upon request make available to the representative(s) of the Initial Holder and the Board of Directors, a schedule that sets forth the then-current Initial Holder Limit applicable to the Initial Holder.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).