Common Per Share Indemnification Escrow Release Amount definition

Common Per Share Indemnification Escrow Release Amount means an amount equal to the quotient of (a) sum of (i) the Indemnification Escrow Release Amount plus (ii) any Pending Claims Amount finally resolved and paid to the Stockholders' Representative for the benefit of the Equityholders pursuant to this Agreement and the Escrow Agreement minus (iii) any unreimbursed expenses incurred by the Stockholders' Representative in connection with actions taken on behalf of Equityholders, divided by (b) the Fully Diluted Shares.
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Related to Common Per Share Indemnification Escrow Release Amount

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Escrow Release Date means the date of the Escrow Release.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Adjustment Escrow Amount means $1,000,000.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow Cash is defined in Section 4.1(a).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.