Common use of Indemnification Shares Clause in Contracts

Indemnification Shares. (i) Upon the 12-month anniversary of the Closing Date (the “Initial Release Date”), fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing (comprised proportionally of Closing Shares issued to each Seller Indemnitor in accordance with such Seller Indemnitor’s Pro Rata Share) shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5 and (ii) upon the 24-month anniversary of the Closing Date, all Indemnification Shares shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause (i), in the event the sum of (A) the value of the Indemnification Shares (based on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the foregoing clause (i) minus (B) the amount of Quantified Losses of TheMaven Indemnified Persons in respect of all other claims or demands that have been set forth in a duly delivered Notice of Claim but not yet been finally adjudicated or resolved under this Agreement (such amount, the “Remaining Indemnity Value”) is less than $750,000 (the amount of such shortfall, which in no event shall be greater than $750,000, being the “Remaining Indemnity Value Shortfall Amount”), then the foregoing clause (i) shall be deemed to apply solely to a number of Indemnification Shares equal to the sum of (x) fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.

Indemnification Shares. (i) Upon the 12-month anniversary of the Closing Date (the “Initial Release Date”), fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing (comprised proportionally of Closing Shares issued to each Seller Indemnitor in accordance with such Seller Indemnitor’s Pro Rata Share) shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5 and (ii) upon the 24-month anniversary of the Closing Date, all The Indemnification Shares shall be deemed to no longer constitute Indemnification Shares subject to repurchase deposited with the Trustee in accordance with a Trust Agreement and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause shall be released as follows: (i), ) in the event that Ormat Technologies' Aggregate Operating Income (as defined below) is equal to or lower than US$ 200,000,000 – all the sum Indemnification Shares deposited with the Trustee shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance; (Aii) in the value event that Ormat Technologies' Aggregate Operating Income is higher than US$ 220,000,000, all of the Indemnification Shares shall promptly be released to the Seller, and (based iii) in the event that Ormat Technologies' Aggregate Operating Income is between US$ 200,000,000 and US$ 220,000,000, a pro rata portion (calculated on a linear basis) of the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect shall promptly be released to the foregoing clause Buyer for no additional consideration free and clear of any Encumbrance (ie.g. if Ormat Technologies' Aggregate Operating Income is US$ 210,000,000, 1,000,000 Indemnification Shares shall be released to the Buyer free and clear of any Encumbrance) minus (B) and the amount remaining Indemnification Shares shall be released to the Seller. Upon the deposit of Quantified Losses of TheMaven Indemnified Persons in respect of all other claims or demands that have been set forth in a duly delivered Notice of Claim but not yet been finally adjudicated or resolved under this Agreement (such amountthe Indemnification Shares with the Trustee, the “Remaining Indemnity Value”) is less than $750,000 (Seller shall grant the amount of such shortfall, Trustee irrevocable instructions pursuant to which in no event the Trustee shall be greater than $750,000required to transfer the Indemnification Shares to the Buyer within 5 (five) business days of the Buyer's written notice (with a copy to the Seller) in accordance with the Buyer's instructions. For purposes of this Section 2.07, being the “Remaining Indemnity Value Shortfall Amount”), then the foregoing clause (i) Ormat Technologies' Aggregate Operating Income shall be deemed to apply solely to a number of Indemnification Shares equal to the sum of (x1) fifty percent Ormat Technologies' operating income for calendar year 2012, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2012; and (50%2) of Ormat Technologies' operating income for calendar year 2013, as set forth in Ormat Technologies' Audited Financial Statements for the number of Indemnification Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Pricecalendar year ending on December 31, 2013.

Indemnification Shares. (i) Upon the 12-month anniversary of the Closing Date (the “Initial Release Date”), fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing (comprised proportionally of Closing Shares issued to each Seller Company Indemnitor in accordance with such Seller the Company Indemnitor’s Pro Rata Share) shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5 and (ii) upon the 24-month anniversary of the Closing Date, all Indemnification Shares shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause (i), in the event the sum of (A) the value of the Indemnification Shares (based on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the foregoing clause (i) minus (B) the amount of Quantified Losses of TheMaven Indemnified Persons in respect of all other claims or demands that have been set forth in a duly delivered Notice of Claim but not yet been finally adjudicated or resolved under this Agreement (such amount, the “Remaining Indemnity Value”) is less than $750,000 (the amount of such shortfall, which in no event shall be greater than $750,000, being the “Remaining Indemnity Value Shortfall Amount”), then the foregoing clause (i) shall be deemed to apply solely to a number of Indemnification Shares equal to the sum of (x) fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.