Indemnifying Stockholder definition

Indemnifying Stockholder has the meaning set forth in the preamble to this Agreement.
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Indemnifying Stockholder means any holder of Eligible Shares that receives Per Share Merger Consideration pursuant to this Agreement. For the avoidance of doubt, none of Ultimate Parent, Parent or Merger Sub shall be an Indemnifying Stockholder for purposes of this Agreement.
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Indemnifying Stockholder is defined in Section 6.07(d).
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Examples of Indemnifying Stockholder in a sentence

  • The Company shall have delivered to Buyer the Escrow Agreement executed by the Company and each Indemnifying Stockholder bound by the Escrow Agreement.

  • For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty.

  • The Indemnifying Stockholder has the absolute and unrestricted right, power and authority to vote, sell, transfer and assign the Indemnifying Stockholder's shares of Common Stock.

  • All such dividends and distributions shall be promptly delivered by the Escrow Agent to each such Indemnifying Stockholder by first class mail (and, in the case of cash distributions, in the form of a check) to the address for each such Indemnifying Stockholder as set forth on Attachment A.

  • The Stockholder Representative may, in all questions arising under the Escrow Agreement, rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholder Representative pursuant to such advice shall in no event subject the Stockholder Representative to liability to any Company Indemnifying Stockholder unless by the Stockholder Representative's willful misconduct or gross negligence.

  • Any notice to be given to any Indemnifying Stockholders hereunder shall be given to the Representative or, if for any reason there ceases to be a Representative, to each Indemnifying Stockholder.

  • The Indemnifying Stockholder has full power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to perform the Indemnifying Stockholder's obligations hereunder and thereunder.

  • To the extent the obligations of the Indemnifying Stockholders under this Section 6(a) exceed the amount of the Escrow Fund, the Indemnifying Stockholders shall, severally and not jointly, be responsible for such excess obligations (with each Indemnifying Stockholder responsible for its pro rata share of any such obligations based such Indemnifying Stockholder’s “Total Percentage of Escrow Fund”).

  • Instead, the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided that the Indemnification Representatives shall have the authority to effect such rounding in such a manner that the total number of whole Escrow Shares to be distributed equals the number of Escrow Shares then held in the Escrow Account).

  • The respective interests of each Indemnifying Stockholder in the Escrow Fund shall not be assignable or transferable by such Indemnifying Stockholder, other than (i) to Permitted Transferees of such Indemnifying Stockholder or (ii) by operation of law.


More Definitions of Indemnifying Stockholder

Indemnifying Stockholder means any Company Securityholder (other than holders of Company Options and holders of Nonvested Option Stock and Nonvested Stock (but only with respect to the Company Options and shares of Nonvested Option Stock and Nonvested Stock, as applicable, held by such holders)) who holds Company Securities as of immediately prior to the Effective Time; provided, however, that any reference in this Agreement to an Indemnifying Stockholder with respect to liabilities for Unlimited Claims to the extent amounts remaining in the Escrow Fund are insufficient or which become payable following the Escrow Period shall mean any Company Securityholder (other than holders of Company Options, Warrant Holders and holders of Nonvested Option Stock and Nonvested Stock (but only with respect to the Company Options, Warrants and shares of Nonvested Option Stock and Nonvested Stock, as applicable, held by such holders)) that has executed and delivered a Joinder Agreement or a Stockholder Written Consent (any such holder of Company Stock, a “Participating Holder”).
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Indemnifying Stockholder means any Company Stockholder other than any holder of Company Restricted Shares.
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Indemnifying Stockholder is defined in Section 8.1.
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Indemnifying Stockholder has the meaning set forth in Section 9.2(a).
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Indemnifying Stockholder means Xxxx Xxx.
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Related to Indemnifying Stockholder

  • 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).

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

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Investor Indemnified Party is defined in Section 4.1.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

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

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • 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).

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

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Investor Party has the meaning set forth in Section 4.7.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Parent Stockholders means the holders of Parent Common Stock.