Indemnifying Shareholder definition

Indemnifying Shareholder has the meaning given to that term in Section Error: Reference source not found;
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Indemnifying Shareholder has the meaning given to that term in Section 7(b);
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Indemnifying Shareholder has the meaning given to such term in Section 2.3(a);
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Examples of Indemnifying Shareholder in a sentence

  • The omission of any Indemnified Person to so notify the Indemnifying Shareholder of any such action shall not relieve the Indemnifying Shareholder from any liability which it may have to such Indemnified Person.

  • Notwithstanding anything hereinabove to the contrary, in the event of any Damages arising from a breach of the representations set forth in Section 3.01, 3.03, or 3.05 in excess of the Escrowed Shares remaining in escrow, the Indemnifying Shareholders shall be severally liable on a pro rata basis based upon the amount of shares of Parent Common Stock issued to each Indemnifying Shareholder hereunder, but not in excess of such amount of Parent Common Stock issued to such Indemnifying Shareholder.

  • Any claim for Damages against an Indemnifying Shareholder to be satisfied by Escrowed Shares shall be pursuant to and in accordance with the Escrow Agreement.

  • The Indemnifying Shareholder knows of no financing statement under the Uniform Commercial Code, which is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Fund, the Escrow Account or any part thereof.

  • The Indemnifying Shareholder shall assume and promptly pay when and as due any and all obligations imposed now or hereafter by any applicable tax law, rule or regulation with respect to any payment or disbursement of the Escrow Fund, each and every sale, exchange or conversion of the Escrow Shares and dividends or distributions with respect to the Escrow Shares, any distribution of the Escrow Shares or performance of any other activity under this Agreement.

  • Nothing contained in this Agreement shall be deemed to be a waiver by the Indemnifying Shareholder of any rights it may have in connection with the Zero Coupon Notes.

  • Serving Office AreaThe specific area normally served by a serving office.

  • The authority conferred under this Section 7.10 is an agency coupled with an interest and all authority conferred hereby is irrevocable and not subject to termination by the Indemnifying Shareholders or by operation of law, whether by the death or incapacity of any Indemnifying Shareholder, the termination of any trust or estate or the occurrence of any other event.

  • The execution, delivery and performance of this Agreement by the Indemnifying Shareholder do not and will not conflict with or violate any Law, the charter documents of the Indemnifying Shareholder or any contract or agreement to which the Indemnifying Shareholder is a party or by which the Indemnifying Shareholder is bound.

  • Indemnifying Shareholder" shall mean The Beacon Group III - Focus Value Fund, L.P., a Delaware limited partnership.


More Definitions of Indemnifying Shareholder

Indemnifying Shareholder means each of, and "Indemnifying Shareholders" means collectively, the following Persons: X.X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx.
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Indemnifying Shareholder means Andxxx Xxxxxxx, Xarx Xxxxxxx, Xraxx Xxxxxxxx, xnd Danxxx Xxxxxxxx.
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Indemnifying Shareholder means The Beacon Group III - Focus Value Fund, L.P., a Delaware limited partnership.
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Indemnifying Shareholder has the meaning as set out in Section 4.5(b); "Involved Parties" has the meaning ascribed to it in Section 1.5(a);
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Indemnifying Shareholder means (i) each Shareholder that is not, nor could become, a holder of Dissenting Shares, (ii) each Shareholder who following the Effective Time loses, or relinquishes, his/her/its right to be a dissenting shareholder in accordance with Chapter 13 of the CGCL, and (iii) each Consenting Optionholder that exercises any Parent Option prior to February 28, 2011, but only with respect to such shares of Parent Common Stock deposited into the Indemnity Escrow Fund.
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Related to Indemnifying Shareholder

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Company Shareholder means a holder of one or more Company Shares;

  • Independent Shareholders means holders of Voting Shares, other than:

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Investor Indemnified Party is defined in Section 4.1.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Scheme Shareholder means a person who is registered in the Register on the Record Date as the holder of one or more Scheme Shares.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Stockholder Representative has the meaning set forth in the preamble.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Existing Shareholders has the meaning set forth in the preamble.

  • Transferring Shareholder has the meaning set out in Section 6.1;