Dissenting Share Payments. Any amounts to be paid to a Stockholder that is attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL. With respect to any amounts that are attributable to a Dissenting Share, such amounts shall be withheld by Parent for distribution to the holder thereof in accordance with Sections 2.6 and 2.9 following the first to occur, with respect to such Dissenting Share, of either (i) the withdrawal or loss of the right to appraisal pursuant to Section 262 of the DGCL or (ii) the perfection of appraisal rights pursuant to Section 262 of the DGCL.
Dissenting Share Payments. Any and all Losses hereunder shall bear interest from the date incurred until paid at the rate of 6% per annum.
Dissenting Share Payments. “Dissenting Share Payments” shall have the meaning specified in Section 3.2(c) of the Agreement.
Dissenting Share Payments. Parent shall make available any amounts to be paid to a Stockholder that is attributable to a Dissenting Share to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL. With respect to any amounts that are attributable to a Dissenting Share, such amounts shall be withheld by Parent for distribution to the holder thereof in accordance with Sections 2.6 only upon the withdrawal or loss of the right to appraisal pursuant to Section 262 of the DGCL and the delivery of a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by the Letter of Transmittal) to Parent, with respect to all Shares held by such Stockholder. Any portion of the Aggregate Merger Consideration made available to any exchange agent in respect of any Dissenting Shares shall be returned to Parent, upon demand.
Dissenting Share Payments. (b) After the Closing, each EUSA Stockholder, severally and not jointly, will indemnify and hold harmless the Indemnitees from and against all Losses, directly or indirectly, relating to or arising from any inaccuracy or breach of any representation, warranty covenant or other agreement set forth in the Letter of Transmittal executed by such EUSA Stockholder.
Dissenting Share Payments. With respect to any Dissenting Shares (i) for which the appraisal rights are subsequently lost or withdrawn or (ii) for which the Surviving Corporation shall be obligated under Section 30-1-1324 of the IBCA to pay the estimated fair value of the Dissenting Shares, Parent shall direct the Paying Agent promptly to pay or cause to be paid the amount that is necessary to distribute to Shareholders pursuant to Sections 2.6 and 2.9 in the same manner as provided in Section 2.12(b). With respect to Dissenting Shares for which the appraisal rights have been properly perfected pursuant to the IBCA and have not been subsequently lost or withdrawn, upon the final determination of the amount due in respect of such Dissenting Shares in accordance with the IBCA and subject to any consent required under Section 2.9(c), the Surviving Corporation shall pay or cause to be paid such amounts and any amounts paid to the holders of Dissenting Shares in excess of the consideration that such holders would otherwise have been entitled to receive pursuant to ARTICLE II if such shares were not Dissenting Shares shall constitute Indemnified Dissenting Shares Losses for which Parent is entitled to indemnification in accordance with ARTICLE XIII.
Dissenting Share Payments. The Company shall give Parent and the Stockholder Representative prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law. Parent shall have the opportunity to participate in (but not control) all negotiations and proceedings with respect to such demands. All such negotiations and proceedings and all decisions related thereto shall be controlled by the Stockholder Representative. None of Parent, the Company or the Surviving Corporation shall, except with the prior written consent of the Stockholder Representative not to be unreasonably withheld, make any payment with respect to any such demands or offer to settle or settle any such demands. To the extent that Parent, the Company or the Surviving Corporation (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses, (including specifically, but without limitation, attorneys' fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together "DISSENTING SHARE PAYMENTS"), Parent shall be entitled to recover under the terms of SECTION 7.2 hereof the amount of such Dissenting Share Payments without regard to the Deductible or the Basket (as such terms are defined in SECTION 7.5(a) hereof).
Dissenting Share Payments. The Stockholders shall ----------- not have any right of contribution from the Company or Parent with respect to any Loss claimed by an Indemnified Party.
Dissenting Share Payments. As used in this Agreement, “Indemnifiable Damages,” when referring to damages for which the Shareholder Parties (defined below) are entitled to indemnification hereunder, means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including reasonable counsel and paralegal fees and expenses) incurred or suffered by the Shareholder Parties to the extent resulting from (i) any breach by Parent, Trintech, Inc. or Merger Sub of any representation or warranty made by Trintech, Inc. or Merger Sub in this Agreement; or (ii) any violation by Parent, Trintech, Inc. or Merger Sub of any covenant or agreement made by Parent, Trintech, Inc. or Merger Sub in this Agreement (unless waived in writing by the Shareholder Party making the claim). AGREEMENT AND PLAN OF MERGER PAGE 37 Notwithstanding the foregoing, Indemnifiable Damages shall not include Indirect Damages. Furthermore, Indemnifiable Damages shall be net of (i) any recoveries under insurance policies or indemnities from third parties, and/or (ii) any tax benefits that arise in connection with the occurrences of such Indemnifiable Damages.
Dissenting Share Payments. Any amounts to be paid to a Stockholder that are attributable to a Dissenting Share shall be available to pay the fair value of such Dissenting Share for which appraisal rights are perfected pursuant to Section 262 of the DGCL. With respect to any amounts that are attributable to a Dissenting Share, such amounts shall be withheld by Parent for distribution to the holder thereof in accordance with Section 2.6 following the first to occur, with respect to such Dissenting Share, of either (i) the withdrawal or loss of the right to appraisal pursuant to Section 262 of the DGCL or (ii) the perfection of appraisal rights pursuant to Section 262 of the DGCL.
