Indemnifying Securityholders definition

Indemnifying Securityholders has the meaning set forth in Section 7.2(b).

Indemnifying Securityholders means the Company Stockholders receiving the Merger Consideration pursuant to Section 1.5 and the holders of Options and the Warrants receiving the Merger Consideration pursuant to Section 1.8.

Indemnifying Securityholders means any Stockholder or holder of Vested Company Options.

Examples of Indemnifying Securityholders in a sentence

• Any notice given to the Representative will constitute notice to each and all of the Indemnifying Securityholders at the time notice is given to the Representative.

• Upon receipt or notice of any Parent Claim pursuant to Section 14, the Representative shall give prompt notice of the amount and details thereof (to the extent of the information in his or her possession) to the Indemnifying Securityholders.

• Parent, Merger Sub, the Company and the Surviving Corporation may, and the Escrow Agent will, disregard any notice or instruction received from any one or more individual Indemnifying Securityholders.

• The Escrow Agreement shall be executed at the Closing by and among Parent, the Representative, on behalf of the Indemnifying Securityholders, and the Escrow Agent, and shall provide Parent with recourse against the shares of Parent Common Stock held in escrow as the Escrow Amount by the Escrow Agent (the “Escrow Shares”) with respect to any and all Parent Claims made under Section 14, subject to the terms and conditions set forth in the Escrow Agreement and in this Agreement.

• The Stockholder Written Consents and the Offer Package Agreements shall contain provisions pursuant to which any Indemnifying Securityholder that executes such documents shall expressly agree to the foregoing indemnification and the other terms of this Agreement that are intended to be binding upon the Indemnifying Securityholders.

More Definitions of Indemnifying Securityholders

Indemnifying Securityholders means the holders of Capital Stock, In-the-Money Company Options and In-the-Money Vested Company Warrants.

Indemnifying Securityholders means, collectively, the Stockholders (other than Stockholders properly exercising appraisal or dissenters’ rights for Dissenting Shares who have not withdrawn or otherwise terminated their exercise of appraisal and dissenters’ rights, as applicable, pursuant to the DGCL), and the vested In-the-Money Optionholders.

Indemnifying Securityholders means the Sellers, the Optionholder and the Indemnifying Bonus Plan Participants.

Indemnifying Securityholders is defined in Section10.01(c).

Indemnifying Securityholders means each Stockholder and each holder of Convertible Notes.

Indemnifying Securityholders means, collectively, the Company Securityholders receiving the Common Stock Consideration pursuant to Section 2.8.

Indemnifying Securityholders means (i) each Stockholder that does not exercise such Stockholder’s appraisal rights under the DGCL and is otherwise entitled to receive consideration in respect of Shares pursuant to Section 2.3(a)(i) and each SAFE Holder that is entitled to receive consideration under Section 2.4(b) and (ii) each Optionholder that is entitled to receive consideration pursuant to Section 2.4(a); provided that only such securityholders that have actually received their portion of Merger Consideration under this Agreement shall be deemed to be Indemnifying Securityholders hereunder.