Indemnifying Shareholder definition

Indemnifying Shareholder has the meaning as set out in Section 4.5(b); "Involved Parties" has the meaning ascribed to it in Section 1.5(a);
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Indemnifying Shareholder has the meaning given to that term in Section 7(b);
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Indemnifying Shareholder has the meaning given to that term in Section Error: Reference source not found;
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Examples of Indemnifying Shareholder in a sentence

  • The omission of any Indemnified Person to so notify the Indemnifying Shareholder of any such action shall not relieve the Indemnifying Shareholder from any liability which it may have to such Indemnified Person.

  • The Indemnifying Shareholder shall have the right, but not the obligation, by written notice to the Indemnified Shareholder Party with a copy to the Company delivered within 30 calendar days after the receipt of a notice under Section 4.3(b), to assume the entire control of the defense, compromise and settlement of the claim or demand that is the subject of the notice, including the use of counsel chosen by the Indemnifying Shareholder, all at the sole cost and expense of the Indemnifying Shareholder.

  • If it is finally determined that the Indemnifying Shareholder is responsible for indemnification of any such claim or demand, or if the Indemnifying Shareholder elects to assume the defense of the claim or demand under Section 4.3(c), then the Indemnifying Shareholder shall promptly reimburse the Indemnified Shareholder Party or the Company for all costs and expenses incurred under the previous sentence.

  • If any claim or demand is asserted against an Indemnified Shareholder Party or the Company with respect to which the Indemnified Shareholder Party or the Company may be entitled to indemnification under this Agreement, then the Indemnified Shareholder Party shall cause notice of the claim or demand (together with a reasonable description), to be given to the Indemnifying Shareholder promptly after the Indemnified Shareholder Party has knowledge or notice of the claim or demand.

  • Any Adverse Consequences to the assets or business of the Indemnified Shareholder Party or the Company caused by the failure of the Indemnifying Shareholder to defend, compromise or settle a claim or demand in a diligent manner after having given notice that it will assume control of the defense, compromise and settlement of the matter shall be included in the Adverse Consequences for which the Indemnifying Shareholder shall be obligated to indemnify the Indemnified Shareholder Parties and the Company.

  • Adjustment of a grievance through such informal discussion may be accomplished without the intervention of the Association.

  • Failure to promptly provide the notice shall not relieve the Indemnifying Shareholder of its indemnification obligations, except to the extent the Indemnifying Shareholder is materially prejudiced by the failure.

  • Pima’s Truck Driver Training Program manager completed the online “Teach” training.

  • The assumption of the defense of the claim or demand by the Indemnifying Shareholder shall constitute a waiver by the Indemnifying Shareholder of its right to contest or dispute its indemnification obligation for the claim or demand.

  • Any settlement or compromise of any claim or demand by the Indemnifying Shareholder shall be made only with the consent of the Indemnified Shareholder Party, which may not be unreasonably withheld or delayed.


More Definitions of Indemnifying Shareholder

Indemnifying Shareholder has the meaning given to such term in Section 2.3(a);
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Indemnifying Shareholder means The Beacon Group III - Focus Value Fund, L.P., a Delaware limited partnership.
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Indemnifying Shareholder means (i) each Shareholder that is not, nor could become, a holder of Dissenting Shares, (ii) each Shareholder who following the Effective Time loses, or relinquishes, his/her/its right to be a dissenting shareholder in accordance with Chapter 13 of the CGCL, and (iii) each Consenting Optionholder that exercises any Parent Option prior to February 28, 2011, but only with respect to such shares of Parent Common Stock deposited into the Indemnity Escrow Fund.
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Indemnifying Shareholder means each of, and "Indemnifying Shareholders" means collectively, the following Persons: X.X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx.
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Indemnifying Shareholder means Andxxx Xxxxxxx, Xarx Xxxxxxx, Xraxx Xxxxxxxx, xnd Danxxx Xxxxxxxx.
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Related to Indemnifying Shareholder

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Company Shareholder means any holder of any Company Shares.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Investor Indemnified Party is defined in Section 4.1.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Stockholder Representative has the meaning set forth in the preamble.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Existing Shareholders has the meaning set forth in the preamble.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).