Indemnity Escrow Shares definition

Indemnity Escrow Shares shall have the meaning set forth in Section 3.2(d).

Indemnity Escrow Shares means 163,593 shares of Buyer Common Stock, valued at $2.75 per share.

Indemnity Escrow Shares means that number of Parent Common Stock equal to the Indemnity Escrow Amount divided by the Parent Share Price.

Examples of Indemnity Escrow Shares in a sentence

• As set forth in Section 3.2 and Section 3.3, Seller may, at its option, direct that any payment by Buyer or issuance by Parent (including by release of Indemnity Escrow Shares pursuant to the Escrow Agreement) be made instead to the Members in accordance with their respective Pro Rata Percentages.

• To the extent allowed under applicable Law, the rights of Seller to the Deferred Cash Payment and the Indemnity Escrow Shares shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of state, local or non-U.S. applicable Law, as appropriate.

• The Escrow Agent will hold the remaining portion of the Indemnity Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto.

• For purposes of clarity, the aggregate number of Indemnity Escrow Shares plus the Acquiror Shares issuable upon the full exercise of all Indemnity Escrow Substitute Options plus the number of Acquiror Shares issuable upon the settlement of all Indemnity Escrow Substitute RSUs shall be calculated to equal the Indemnity Escrow Number.

• The Escrow Agent, pursuant to the Escrow Agreement after the Closing, may apply all or a portion of the Indemnity Escrow Shares to satisfy any claim for indemnification pursuant to this Article VII.

More Definitions of Indemnity Escrow Shares

Indemnity Escrow Shares has the meaning set forth in Section 2.6(e).

Indemnity Escrow Shares means a number of Acquiror Ordinary Shares equal to the quotient obtained by dividing (i) the Indemnity Escrow Amount, by (ii) the Acquiror Share Price, rounded down to the nearest whole number of shares.

Indemnity Escrow Shares has the meaning set forth in Section 2.4(a).

Indemnity Escrow Shares means the amount of Non-Cash Consideration equal to Twelve Million Dollars ($12,000,000) comprising the number of shares set forth on Schedule 1.1.

Indemnity Escrow Shares has the meaning set forth in ‎Section 2.6(j).

Indemnity Escrow Shares means the shares of the Common Stock of the Holding Company deposited into escrow by the Holding Company at the Closing pursuant to Section 20.1 of this Agreement. "Income Taxes" shall mean any income, gross receipts, gains, net worth, surplus, franchise or withholding taxes (including interest, penalties or other additions to Tax) imposed by a Tax Authority. "Holding Company Indemnified Claims and Losses" shall mean demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, judgments and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, disbursements and expenses, and reasonable consultants' fees, disbursements and expenses. "Intellectual Property" shall mean all patents, patent applications, trademarks, trademark registrations and applications therefor, service marks, service xxxx registrations and applications therefor, copyrights, copyright registrations and applications therefor, trade names, trade secrets, software and computer programs, know-how, inventions, processes and procedures. A-116

Indemnity Escrow Shares means One Million Three Hundred Thousand (1,300,000) shares of SFX Common Stock issued as part of the Stock Consideration (inclusive of the portion of such SFX Shares allocable to Blocker’s portion of such amount from the Blocker Stock Consideration).