Indemnifying Securityholders definition

Indemnifying Securityholders has the meaning set forth in Section 7.2(a).

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Indemnifying Securityholders means the Company Stockholders receiving the Merger Consideration pursuant to Section 1.5 and the holders of Options and the Warrants receiving the Merger Consideration pursuant to Section 1.8.

Indemnifying Securityholders means any Stockholder or holder of Vested Company Options.

Examples of Indemnifying Securityholders in a sentence

Any action taken by, or notice or instruction received from, the Securityholders’ Representative will be deemed to be action by, or notice or instruction from, each and all of the Indemnifying Securityholders.
Any notice to be given to any Indemnifying Securityholders under this Agreement shall be given to the Securityholders’ Representative or, if for any reason there ceases to be a Securityholders’ Representative, to each Indemnifying Securityholder.
Neither the Escrow Fund (including any portion thereof) nor any beneficial interest therein, may be pledged, subjected to any Lien, sold, assigned, or transferred, by any Indemnifying Securityholder, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Indemnifying Securityholder, in each case prior to the distribution of the Escrow Fund to the Indemnifying Securityholders in accordance with this Section 10.8.
The Indemnifying Securityholders shall severally (but not jointly) indemnify the Securityholders’ Representative and hold the Securityholders’ Representative harmless against any Damages incurred without negligence or bad faith on the part of the Securityholders’ Representative and arising out of or in connection with the acceptance or administration of the Securityholders’ Representative’s duties under this Agreement.
The Indemnifying Securityholders, the Securityholders’ Representative, and Parent agree to treat (and cause their Affiliates to treat) any payments received pursuant to Section 10 as adjustments to the Merger Consideration for all Tax purposes, unless otherwise required by any Legal Requirements.

More Definitions of Indemnifying Securityholders

Indemnifying Securityholders means, collectively, the Stockholders (other than Stockholders properly exercising appraisal or dissenters’ rights for Dissenting Shares who have not withdrawn or otherwise terminated their exercise of appraisal and dissenters’ rights, as applicable, pursuant to the DGCL), and the vested In-the-Money Optionholders.

Indemnifying Securityholders means the Sellers, the Optionholder and the Indemnifying Bonus Plan Participants.

Indemnifying Securityholders means the holders of Capital Stock, In-the-Money Company Options and In-the-Money Vested Company Warrants.

Indemnifying Securityholders is defined in Section10.01(c).

Indemnifying Securityholders means the Participating Common Stockholders and the holders of Preferred Stock.

Indemnifying Securityholders means, collectively, (i) the holders of Company Units (including Retiring Partners) as of immediately prior to the Effective Time, other than the Blocker Entities, and (ii) the Blocker Owners.

Indemnifying Securityholders has the meaning set forth in Section 4.3(a).