Indemnity Shares Sample Clauses

Indemnity Shares. (a) Pursuant to the Merger Agreement and the Escrow Agreement, an escrow fund ("Escrow Fund") has been established to provide in part a fund against which the Company may seek indemnification under the Merger Agreement and in part a mechanism through which the Company can release and distribute Contingent Consideration.
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Indemnity Shares. (a) The Indemnity Shares shall be issued to Seller at the Closing and Seller shall hold such shares, and shall not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any of such Indemnity Shares except as otherwise provided in Sections 6.17(b) through (f), inclusive.
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Indemnity Shares. (a) In order to satisfy the indemnification obligations of the Company Stockholders pursuant to Section 6.02, any Parent Indemnified Party shall have the right to set off its indemnification claims against the Indemnity Shares if, and only if, the related Loss is agreed or admitted to by the Stockholder Representative in writing or such Loss is finally adjudicated to be payable in accordance with Section 6.05, in which case the Indemnity Shares will be reduced in accordance with Section 6.06(b).
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Indemnity Shares. (a) The Indemnity Shares shall serve as security for the indemnification obligations of Sellers set forth in Article 8 of the Purchase Agreement. If on or before the Escrow Termination Date, the Escrow Agent has received from Buyer a copy of one or more Claim Certificates delivered to Sellers pursuant to Section 8.4 of the Purchase Agreement, then the Escrow Agent shall continue to keep in escrow an amount of Indemnity Shares equal to the amount of Buyer Damages set forth in such Claim Certificate (the “Reserved Portion”) (based on the Closing Share Price of such Indemnity Shares) until such Claim Certificate is resolved as provided in Article 8 of the Purchase Agreement. For the avoidance of doubt, the preceding sentence shall survive the Escrow Termination Date.
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Indemnity Shares. 10.5.1 To the extent that an Acquiror Company Indemnified Person makes any claim for indemnification pursuant to Section 10 hereof, it shall make a claim solely against the Indemnity Shares pursuant to the terms hereof and not directly against any Shareholder or any of the other property (including any Acquiror Company Shares that are not Indemnity Shares) of any Shareholder. In the event that any Acquiror Company Indemnified Person sustains or incurs Losses for which it is entitled to indemnification under this Section 10, then, subject to and in accordance with this Section 10.5, such Losses shall be recovered or paid solely by delivery of that number of Indemnity Shares representing the amount of such claim, as set forth in a Resolution and as otherwise provided below in this Section 10.5, until such Losses are paid or until all of the Indemnity Shares have been depleted. Notwithstanding anything contained herein to the contrary, stop transfer instructions shall remain in place with respect to such number of Indemnity Shares (allocated among the Shareholders on a pro rata basis based on the number of Acquiror Company Shares to which each such Shareholder is entitled pursuant to the Merger in respect of all of its shares of Company Common Stock) as shall be necessary to satisfy any Unresolved Claims hereunder as to which a claim notice has been given in accordance with Section 10.6 prior to the expiration of the applicable Survival Period until such claims for Losses have been resolved or satisfied pursuant to a Resolution, as further provided below in this Section 10.5. With respect to any Indemnity Shares that have not been delivered to satisfy the Company’s indemnity obligations, if any, the Acquiror Company shall direct its transfer agent to remove any stop transfer instructions with respect to such shares. For purposes of determining the number of Indemnity Shares to be delivered to satisfy an indemnity obligation of the Company or as to which stop transfer instructions shall continue in connection with an Unresolved Claim as of the expiration of the Survival Period, the value per Indemnity Share shall be equal to the average closing price of the Acquiror Company Common Stock for the five (5) trading days immediately prior to the date on which such indemnity obligation is finally determined or the expiration date of the Survival Period, as applicable (but in any event shall not be greater than the closing price of the Acquiror Company Common Stock o...
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Indemnity Shares. (a) Immediately prior to the Effective Time, Parent, the Parent Representative and the Company Representative shall enter into an Escrow Agreement in the form of Exhibit E attached hereto (the “Escrow Agreement”) with Wxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”). At the Effective Time, Parent shall deposit with the Escrow Agent 10,980,000 shares of Parent Common Stock otherwise issuable as Merger Consideration pursuant to this Agreement (the “Indemnity Escrow Shares”), which will be available to satisfy the indemnification obligations set forth in Section 9.2. The Indemnity Escrow Shares shall be held and distributed pursuant to the Escrow Agreement.
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Indemnity Shares. For the avoidance of doubt, notwithstanding the foregoing, any Transfer by Seller of Purchase Price Shares that are also Indemnity Shares shall be subject to the terms and conditions of the Escrow Agreement.
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Indemnity Shares. Indemnity Shares" shall mean, for any Indemnity Payment, that number of Escrowed Amcast Shares equal to: (a) the relevant Indemnity Payment converted to United States Dollars at the applicable Share Payment Exchange Rate; divided by (b) the Amcast Share Payment Price.
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Indemnity Shares 
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Related to Indemnity Shares

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Indemnity Escrow On the Closing Date, Purchaser shall, on behalf of Seller, pay to Xxxxx Fargo Bank, N.A., as agent to Purchaser and Seller (the “Escrow Agent”), in immediately available funds, to the account designated by the Escrow Agent (the “Indemnity Escrow Account”), an amount equal to five percent (5%) of the Purchase Price (the “Indemnity Escrow Amount”), in accordance with the terms of this Agreement and that certain Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, dated as of November 8, 2013, a copy of which is attached hereto as Exhibit F (the “Escrow Agreement”). Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article X shall be recovered solely by release of funds to the Purchaser Indemnified Parties from the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and shall accordingly reduce the Indemnity Escrow Amount; provided, however, that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a breach of the Specified IP Representation and (b) the Escrow Agent has released the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however that to the extent, and solely to the extent, (a) Seller is obligated to make a payment to any Purchaser Indemnified Parties pursuant to this Article X with respect to a claim based upon, attributable to or resulting from a Fundamental Representation of Seller, Seller Fraud, or pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(a)(iv) or Section 10.2(a)(v) and (b) the Indemnity Escrow Amount is insufficient to pay such claim, then Seller shall pay directly the remaining sums due in connection with such claim following the payments made from the Indemnity Escrow Account in connection therewith; provided, further, however, that, other than in cases of Seller Fraud, the maximum aggregate Liability of Seller under this Agreement, including this Article X, shall in no event exceed the Final Purchase Price. On the earlier of (a) the date that is fifteen (15) Business Days following the General Survival Date and (b) the Business Day immediately following the date on which Purchaser delivers the Attrition Rate Statement, the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not utilized to pay Purchaser Indemnified Parties for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the sum of (a) the amount of claims for indemnification under this Article X asserted prior to the General Survival Date but not yet resolved and (b) Purchaser’s Attrition Claim to the extent not resolved at such time in writing or pursuant to Section 3.5 (such claims, the “Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Purchaser Indemnified Parties for any such claims resolved in favor of Purchaser Indemnified Parties) upon the resolution of such Unresolved Claims in accordance with this Article X, Section 3.5 and the Escrow Agreement.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Target Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

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