Indemnity Percentage definition

Indemnity Percentage means, in respect of any Holder, the proportion that (i) the aggregate Per-Share Merger Consideration, Directly Exercisable Warrant Consideration and Option Consideration payable to such Holder bears to (ii) the Aggregate Purchase Price; provided that, for purposes of calculating the Indemnity Percentage of any Holder, the numerator shall exclude the aggregate Merger Preference payable to such Holder in respect of such Holder’s Preferred Shares and/or Directly Exercisable Warrants exercisable for Preferred Shares, as applicable, and the denominator shall exclude the aggregate Merger Preference payable to all Holders in respect of the Preferred Shares and/or Directly Exercisable Warrants exercisable for Preferred Shares, as applicable.
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Indemnity Percentage shall have the meaning set forth in Section 30.02 hereof.
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Indemnity Percentage means for each Seller, the amount, shown as a percentage, calculated in accordance with Section 2.2(a) of Sellers' Disclosure Letter.
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Examples of Indemnity Percentage in a sentence

  • We will reimburse you the amount of Loss Paid by you during the Policy Period that exceeds the Retention per Person multiplied by the Specific Excess Indemnity Percentage stated in the Schedule.

  • The Indemnifying Stockholders shall severally and pro rata, in accordance with their respective Indemnity Percentage, indemnify and hold the Stockholders’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance and administration of his duties hereunder.

  • We will reimburse you an amount equal to the Indemnity Percentage as shown in Schedule Item 7(d) multiplied by the difference between the total Loss minus the calculated Attachment Point.

  • Any amount payable by Buyer to the Holders under this Article 9 shall be paid to the Holders in proportion to each such Holder’s Indemnity Percentage.

  • Xxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxx.xxx Exhibit C SCHEDULE OF SELLING STOCKHOLDERS Selling Stockholder Shares of Common Stock to be Repurchased Repurchase Transaction Proceeds Indemnity Percentage Xxxx X.


More Definitions of Indemnity Percentage

Indemnity Percentage means, with respect to each Selling Stockholder, the percentage that portion of the Aggregate Merger Consideration received by such Selling Stockholder under this Agreement represents of the sum of the Aggregate Merger Consideration received by all Selling Stockholders under this Agreement and the aggregate consideration received by all Sellers (as defined therein) under the Stock Purchase Agreement at the Closing and the closing of the transactions contemplated by the Stock Purchase Agreement.
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Indemnity Percentage has the meaning given in Section 9.6(b).
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Indemnity Percentage shall, for each of CVF and Heptagon, be the percentage set forth opposite such Shareholder’s name on Annex I.
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Indemnity Percentage means, with respect to any Seller (excluding Newco), a fraction, expressed as a percentage, the numerator of which is the aggregate amount of cash proceeds paid to such Seller under this Agreement and the denominator of which is the aggregate amount of cash proceeds paid to all of the Sellers (excluding Newco) under this Agreement.
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Indemnity Percentage means, as of any time of determination, the product of (i) the quotient of (A) the aggregate number of Restricted Securities then held by the Holder (or if as of such time the Holder’s employment with EVA and its Affiliates has been terminated the aggregate number of EVA securities that were, as of such termination of employment, Restricted Securities retained by the Holder without restriction pursuant to Section 2.2 of this Agreement (the “Retained Securities”)), divided by (B) the sum of (x) the aggregate number of Restricted Securities then held by the Holder (or, if applicable, the Retained Securities) plus (y) the aggregate number of restricted securities then held by all other employees of EVA or its Affiliates pursuant to their respective management Restricted Securities Agreements plus (z) the aggregate number of Retained Securities (as defined in each other management Restricted Securities Agreement) then held by former employees of EVA or its Affiliates pursuant to all other management Restricted Securities Agreement, multiplied by (ii) 6.2%.
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Indemnity Percentage means for each Stockholder, the percentage set forth opposite the name of such Stockholder on Schedule A.
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Indemnity Percentage means the aggregate economic interest of Buyer and its Affiliates in IPALCO from time to time (taking into account ownership of IPALCO Shares and Holdco Shares), expressed as a percentage. Any additional amounts paid pursuant to this Section 9.6(b) shall be disregarded for purposes of the limitations set forth in Section 9.3. Procedure for Indemnification with Respect to Direct Claims . Whenever any direct claim shall arise for indemnification under this Article IX, the Indemnified Party, after attaining knowledge of such claim, shall promptly notify the Indemnitor of the claim and, when known, the facts constituting the basis for such claim (such notice, a “Claim Notice”). If within thirty (30) days after receiving a Claim Notice the Indemnitor does not give written notice to the Indemnified Party that it contests such Claim Notice, then the amount of indemnity payable for such claim shall be as set forth in the Indemnified Party’s Claim Notice. If the Indemnitor contests such indemnity, the Parties shall attempt in good faith to reach an agreement with regard thereto within thirty (30) days of delivery of the Indemnitor’s notice objecting to the
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