Indemnifying Holders definition

Indemnifying Holders has the meaning set forth in Section 7.02.

Indemnifying Holders means the Company Securityholders.

Indemnifying Holders means Escrow Holders and Principal Stockholders.

Examples of Indemnifying Holders in a sentence

• Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter.

• As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent shall distribute the remaining Expense Fund (if any) to the Paying Agent and/or Acquirer, as applicable, for further distribution to the Indemnifying Holders in accordance with their respective Pro Rata Shares.

• The Escrow Fund shall constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Indemnifying Holders under Section 1.2(g) and this Article VII.

• The Indemnifying Holders shall not receive interest or other earnings on the cash in the Escrow Fund.

• Acquirer, the Securityholders’ Agent and the Indemnifying Holders agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article VIII as adjustments to the Merger Consideration for all Tax purposes to the maximum extent permitted by Applicable Law.

More Definitions of Indemnifying Holders

Indemnifying Holders means the holders of Company Capital Stock, Vested Company Options and Company Warrants that receive any portion of the Total Consideration.

Indemnifying Holders means the holders of Company Common Stock that receive any portion of the Merger Consideration.

Indemnifying Holders means, collectively, the (i) Company Stockholders as of immediately prior to the Effective Time, (ii) Company Optionholders holding In-the-Money Options as of immediately prior to the Effective Time and (iii) Company Warrantholders holding Vested In-the-Money Warrants as of immediately prior to the Effective Time.

Indemnifying Holders means the Sponsor Securityholders, Representative and the Transaction Bonus Plan Participants.

Indemnifying Holders means the Company Stockholders and the Company Noteholders.

Indemnifying Holders means holders of shares of Company Capital Stock and holders of Cash-Out Options as of immediately prior to Effective Time (after giving effect to any exercises of Company Options and Company Warrants, or settlement of Company RSUs, conditioned upon the occurrence of the Closing), excluding, for the avoidance of doubt, Parent and any direct or indirect wholly owned subsidiary of Parent (including the Surviving Corporation).

Indemnifying Holders means the holders of Company Capital Stock and Phantom Share Equivalents that receive any portion of the Merger Consideration.