Share Claim definition

Share Claim means the amount of any payment made in respect of any Dissenting Share in excess of the applicable Per Share Cash Consideration, plus the amount of all other costs or expenses (including specifically, but without limitation, reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any claim relating to the transactions contemplated by this Agreement asserted by or on behalf of a Person who as of immediately prior to the Closing is a holder of Company Capital Stock or an Option.
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Examples of Share Claim in a sentence

  • Collectively, the payment of the amount set forth on Schedule A from Best Buy to TiVo shall represent the “Settlement Amount”, for all matters related to the Revenue Share Claim which results in a net payment to TiVo of [*].

  • Each party and its Covered Parties hereby expressly covenants and agrees forever to refrain from bringing any suit or proceeding at law or in equity against and the other party and its Covered Parties arising out of or in any way related to any matter, cause or claim whatsoever that occurred related to the Revenue Share Claim, including but not limited to claims for attorneys' fees.

  • Upon such delivery the Share Claim Portion shall be deemed fully satisfied and extinguished.

  • The full purchase price (the "Purchase Price") for the Share Claim Portion (and , accordingly, the Shares) is indicated on the Signature Page.

  • Mutual General Release for Revenue Share Claim for activity on or before January 31, 2010.

  • Upon Purchaser's purchase of the Share Claim Portion, EVCI will deliver a certificate registered in Purchaser's name representing the Shares.

  • SIGNATURE PAGE TO SHARE CLAIM PURCHASE AND REGISTRATION RIGHTS AGREEMENT Purchaser has signed this Share Claim Purchase and Registration Rights Agreement as of the date indicated below.

  • Purchaser acknowledges that EVCI, in its sole discretion, will determine the portion, if any, of the Share Claim (and, therefore, the Shares) Purchaser can acquire, provided such amount does not exceed the number of Shares and Purchase Price specified on the Signature Page.

  • Purchaser acknowledges and agrees that it is acquiring the Share Claim Portion subject to the limitations in clause (e)(iv) of Section 3 of the Settlement Agreement.

  • The final amount of the Revenue Share Claim agreed upon by TiVo and Best Buy includes all of the amounts (credits and debits) set forth on Schedule A, [*].