Resolution of Objections to Claims. (a) If the Securityholder Agent does not contest, by written notice to Parent, any claim or claims by Parent made in any Claim Certificate within the 60-day period following receipt of the Claim Certificate, then Parent and the Securityholder Agent shall Release from Indemnity to Parent a number of shares (rounded down to the nearest whole share) of Parent Capital Stock from the Indemnity Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the thirty (30) trading days prior to the last day of such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificate. (b) If the Securityholder Agent objects in writing to any claim or claims by ▇▇▇▇▇▇ made in any Claim Certificate within the 60-day period set forth in Section 9.7(a), Parent and the Securityholder Agent shall attempt in good faith for 45 days after Parent’s receipt of such written objection to resolve such objection and the amount of Damages that are indemnifiable by the Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificate. If Parent and the Securityholder Agent shall so agree, in writing, Parent and the Securityholder Agent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so agreed by Parent and the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 in accordance with the terms of such joint written instruction. (c) If no such agreement is reached during the 45-day period for good faith negotiation set forth in Section 9.7(b), upon the expiration of such 45-day period, either Parent or the Securityholder Agent may bring an action in the applicable jurisdiction pursuant to Section 10.5 to resolve the matter. Any final, non-appealable decision of a Governmental Authority as to the validity and amount of any claim in such Claim Certificate shall be conclusive and binding upon the parties hereto and the Company Indemnitors, and following such decision the Securityholder Agent and Parent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the decision regarding such matter by the Governmental Authority (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so decided by the Governmental Authority to be indemnifiable by the Company Indemnitors pursuant to this Section 9.
Appears in 1 contract
Resolution of Objections to Claims. (a) If the Securityholder Agent does not contest, by written notice to Parent, any claim or claims by Parent made in any Claim Certificate within the 60-day period following receipt of the Claim Certificate, then Parent and the Securityholder Agent Stockholders Representative shall Release from Indemnity to Parent a number of shares (rounded down to the nearest whole share) of Parent Capital Stock from the Indemnity Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the thirty (30) trading days prior to the last day of such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificate.
(b) If the Securityholder Agent objects so object in writing to any claim or claims by ▇▇▇▇▇▇ Mercury made in any Claim Certificate within Officer’s Certificate, Mercury shall have thirty days after its receipt of such writing to respond in a written statement to the 60objection of the Stockholders Representative. If after such thirty-day period set forth in Section 9.7(a)there remains a dispute as to any claims, Parent the Stockholders Representative and the Securityholder Agent Mercury shall attempt in good faith for 45 twenty days after Parent’s receipt thereafter to agree upon the rights of the respective parties with respect to each of such written objection to resolve such objection and the amount of Damages that are indemnifiable by the Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificateclaims. If Parent an agreement is reached with respect to such claims, the Stockholders Representative and Mercury shall each execute a memorandum setting forth their agreement, which shall be furnished to the Securityholder Escrow Agent. The Escrow Agent shall so agree, in writing, Parent be entitled to rely on any such memorandum and shall distribute the Securityholder Agent shall Release from Indemnity to Parent cash from the Indemnity Escrow Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so agreed by Parent and the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 in accordance with the terms thereof.
(b) If no such agreement can be reached after good faith negotiation, the Stockholders Representative and a senior representative of Mercury shall meet within ten days of the expiration of such joint written instructiontwenty-day period and negotiate in good faith for one day with an impartial mediator in San Francisco, California. If an agreement is reached through mediation, the Stockholders Representative and Mercury shall each execute a memorandum setting forth their agreement, which shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the cash from the Escrow Fund in accordance with the terms thereof. The mediator shall be an individual mutually agreed to by Mercury and the Stockholders Representative.
(c) If no such agreement is can be reached during the 45-day period for after good faith negotiation set forth mediation, the arbitration provisions of Section 8.11 shall be followed and the decision of the arbitrator regarding such claim shall be binding and conclusive upon the parties to this Agreement; provided, however, that any dispute or claim regarding Section 2.8 or in connection with any Systinet Intellectual Property, shall not be subject to the arbitration provisions of Section 8.11 and in lieu thereof such disputes shall be resolved as provided in Section 9.7(b), upon 8.12. The Escrow Agent shall be entitled to act in accordance with the expiration decision of such 45-day periodArbitrator, either Parent or the Securityholder Agent may bring an action in the applicable jurisdiction pursuant to case that Section 10.5 to resolve 8.12 applies, in accordance with the matter. Any final, final non-appealable decision of a Governmental Authority as to the validity and amount of any claim in such Claim Certificate shall be conclusive and binding upon the parties hereto and the Company Indemnitorscourt, and following such decision the Securityholder Agent and Parent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater make or withhold payments out of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market Escrow Fund in the 30 trading days prior to the decision regarding such matter by the Governmental Authority (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so decided by the Governmental Authority to be indemnifiable by the Company Indemnitors pursuant to this Section 9accordance therewith.
Appears in 1 contract
Resolution of Objections to Claims. (a) If the Securityholder Agent does not contest, by written notice to Parent, any claim or claims by Parent made in any Claim Certificate within the 60-day period following receipt of the Claim Certificate, then Parent and the Securityholder Agent Stockholder Representative shall Release from Indemnity to Parent a number of shares (rounded down to the nearest whole share) of Parent Capital Stock from the Indemnity Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the thirty (30) trading days prior to the last day of such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificate.
(b) If the Securityholder Agent objects so object in writing to any claim or claims by ▇▇▇▇▇▇ SanDisk made in any Claim Certificate within Officer’s Certificate, SanDisk shall have thirty days after its receipt of such writing to respond in a written statement to the 60objection of the Stockholder Representative. If after such thirty-day period set forth in Section 9.7(a)there remains a dispute as to any claims, Parent the Stockholder Representative and the Securityholder Agent SanDisk shall attempt in good faith for 45 twenty days after Parent’s receipt thereafter to agree upon the rights of the respective parties with respect to each of such written objection to resolve such objection and the amount of Damages that are indemnifiable by the Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificateclaims. If Parent an agreement is reached with respect to such claims, the Stockholder Representative and SanDisk shall each execute a memorandum setting forth their agreement, which shall be furnished to the Securityholder Escrow Agent. The Escrow Agent shall so agree, in writing, Parent be entitled to rely on any such memorandum and shall distribute the Securityholder Agent shall Release from Indemnity to Parent shares or other property from the Indemnity Escrow Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so agreed by Parent and the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 in accordance with the terms thereof.
(b) If no such agreement can be reached after good faith negotiation, the Stockholder Representative and a senior representative of SanDisk shall meet within ten days of the expiration of such joint written instructiontwenty-day period and negotiate in good faith for one day with an impartial mediator in San Francisco, California. If an agreement is reached through mediation, the Stockholder Representative and SanDisk shall each execute a memorandum setting forth their agreement, which shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the shares or other property from the Escrow Fund in accordance with the terms thereof.
(c) If no such agreement is can be reached during the 45-day period for after good faith negotiation set forth mediation, the arbitration provisions of Section 8.11 shall be followed and the decision of the arbitrator regarding such claim shall be binding and conclusive upon the parties to this Agreement; provided, however, that any dispute or claim regarding Section 2.10 or in connection with any Matrix IP Rights, shall not be subject to the arbitration provisions of Section 8.11 and in lieu thereof such disputes shall be resolved as provided in Section 9.7(b), upon 8.12. The Escrow Agent shall be entitled to act in accordance with the expiration decision of such 45-day periodArbitrator, either Parent or the Securityholder Agent may bring an action in the applicable jurisdiction pursuant to case that Section 10.5 to resolve 8.12 applies, in accordance with the matter. Any final, final non-appealable decision of a Governmental Authority as to the validity and amount of any claim in such Claim Certificate shall be conclusive and binding upon the parties hereto and the Company Indemnitorscourt, and following such decision the Securityholder Agent and Parent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater make or withhold payments out of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market Escrow Fund in the 30 trading days prior to the decision regarding such matter by the Governmental Authority (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so decided by the Governmental Authority to be indemnifiable by the Company Indemnitors pursuant to this Section 9accordance therewith.
Appears in 1 contract
Sources: Merger Agreement (Sandisk Corp)
Resolution of Objections to Claims. (a) If the Securityholder Agent does Sellers (on behalf of the Seller Indemnifying Parties) do not contest, by written notice to Parent, any claim or claims by ▇▇▇▇▇▇ (on behalf of the Parent Indemnified Persons) made in any Claim Certificate within the 60-thirty (30) day period following receipt of the Claim Certificate, then Parent and the Securityholder Sellers shall promptly prepare, sign and deliver to the Escrow Agent shall Release from Indemnity a joint written instruction to distribute to Parent a number an amount of shares (rounded down to the nearest whole share) of Parent Capital Stock cash from the Indemnity Escrow Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the thirty (30) trading days prior to the last day of such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate. If Parent does not contest, by written notice to the Sellers, any claim or claims by the Sellers (on behalf of the Seller Indemnified Persons) made in any Claim Certificate within the thirty (30) day period following receipt of the Claim Certificate, then Parent shall promptly pay to each Seller such Seller’s Pro Rata Share of the amount of any indemnifiable Damages hereunder corresponding to such claim or claims as set forth in such Claim Certificate, in cash by wire transfer to the Seller Bank Accounts.
(b) If the Securityholder Agent objects Sellers (on behalf of the Seller Indemnifying Parties) or Parent object in writing to any claim or claims made by ▇▇▇▇▇▇ made a Parent Indemnified Person or Seller Indemnified Person, respectively, in any Claim Certificate within the 60-thirty (30) day period set forth in Section 9.7(a9.6(a), Parent and the Securityholder Agent Sellers shall attempt in good faith for 45 sixty (60) days after Parentthe applicable party’s receipt of such written objection to resolve such objection and the amount of Damages that are indemnifiable by the Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificateobjection. If Parent and the Securityholder Agent Sellers shall so agreeagree with respect to a claim by a Parent Indemnified Person, in writing, a joint written instruction setting forth such agreement shall be prepared and signed by both Parent and the Securityholder Sellers and delivered to the Escrow Agent. Upon receipt of such joint written instruction, the Escrow Agent shall Release from Indemnity distribute to Parent an amount in cash from the Indemnity Escrow Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so agreed by Parent and the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 in accordance with the terms of such joint written instruction.
(c) If no such agreement is can be reached during the 45-sixty (60) day period for good faith negotiation set forth in Section 9.7(b9.6(b), but in any event upon the expiration of such 45-sixty (60) day period, either Parent such dispute shall be finally settled by binding arbitration. The seat, or legal place, of arbitration shall be in San Francisco, California. Such arbitration shall be conducted in English in accordance with the Securityholder Agent may bring an action CPR Arbitration Procedure (currently in effect) by three (3) arbitrators appointed in accordance with such rules (the “Arbitration Panel”). Notwithstanding the provision in Section 10.12 with respect to applicable jurisdiction substantive law, any arbitration conducted pursuant to the terms of this Section 10.5 9.6(c) shall be governed by the Federal Arbitration Act (9 U.S.C., SECS. 1-16). The Arbitration Panel shall allow such discovery as is appropriate to resolve the matterpurposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the dispute. Any finalThe award of arbitration shall be final and binding upon the parties hereto. The Arbitration Panel will award to the prevailing party all costs, non-appealable fees and expenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the prevailing party, and judgment on the award rendered by the Arbitration Panel may be entered in any court having jurisdiction thereof. The decision of a Governmental Authority the Arbitration Panel as to the validity and amount of any claim in such Claim Certificate shall be non-appealable, binding and conclusive and binding upon the parties hereto and the Company IndemnitorsIndemnifying Parties, and following such decision the Securityholder Agent and Parent shall Release from Indemnity be entitled to instruct the Escrow Agent to distribute to Parent an amount in cash from the Indemnity Escrow Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the decision regarding such matter by the Governmental Authority (assuming that the value of each share of Parent Preferred Stock is equal to the value any arbitral award in favor of each share Parent.
(d) Judgment upon any determination of Parent Common Stock), equal to the amount an Arbitration Panel may be entered in any court having jurisdiction. For purposes of Damages, if any, so decided by the Governmental Authority to be indemnifiable by the Company Indemnitors pursuant to this Section 9.this
Appears in 1 contract
Sources: Share Purchase Agreement
Resolution of Objections to Claims. (a) If the Securityholder Agent does not contest, by written notice to Hold Co or Parent, as applicable, objects in writing to any claim or claims by Parent Liability Claim made in any Claim Certificate Claims Notice within 30 days after delivery of such Claims Notice, Hold Co and Parent shall attempt in good faith to agree upon the 60-day period following receipt rights of the respective parties with respect to each of such claims. If Hold Co and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, with respect to a Loss suffered by any Company Indemnified Person, within 10 days of entering into such memorandum, Parent shall pay Hold Co in cash (on behalf of the Company Indemnified Persons) for the agreed upon amount of Losses in accordance with Section 7.6(c) as if such Losses had not been objected to. To the that extent a Liability Claim Certificatewill be satisfied by the Escrow Fund, then Parent a copy of the memorandum setting forth the agreement shall be delivered to the Escrow Agent and the Securityholder Escrow Agent shall Release from Indemnity be entitled to Parent a number of rely on any such memorandum and shall distribute the shares (rounded down to the nearest whole share) of Parent Capital Stock from the Indemnity Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on and Escrow Cash, if any, as soon as practicable from the Nasdaq Global Market Escrow Fund in accordance with the thirty (30) trading days prior to the last day of such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificateterms thereof.
(b) If the Securityholder Agent objects in writing to any claim or claims by ▇▇▇▇▇▇ made in any Claim Certificate within the 60no such agreement can be reached after good-day period set forth in Section 9.7(a), Parent faith negotiation and the Securityholder Agent shall attempt in good faith for 45 after 30 days after Parent’s receipt delivery of such written objection an Objection Notice, either Parent or Hold Co may institute arbitration proceedings to resolve such objection dispute in accordance with Section 8.11. Upon the final decision by the arbitrator, a memorandum setting forth such decision shall be prepared and signed by both parties and within 30 days of such decision, (i) if any Losses were determined to be suffered by a Company Indemnified Person, Parent shall pay Hold Co in cash (on behalf of the Company Indemnified Persons) for the determined amount of Losses in accordance with Section 7.6(c) as if such Losses had not been objected to and (ii) if any Losses were determined to be suffered by a Parent Indemnified Person, a copy of such memorandum shall be delivered to the Escrow Agent and the amount of Damages that are indemnifiable by the Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificate. If Parent and the Securityholder Escrow Agent shall so agree, in writing, Parent be entitled to rely on any such memorandum and shall distribute the Securityholder Agent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of DamagesEscrow Cash, if any, so agreed by Parent and as soon as practicable from the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 Escrow Fund in accordance with the terms of such joint written instructionthereof.
(c) If no such agreement is reached during During the 45-day period for good faith negotiation set forth from the giving of any Claims Notice through the institution of binding arbitration in accordance with Section 9.7(b7.7(b), upon each party will be entitled to the expiration timely production by the other party of such 45-day period, either Parent or the Securityholder Agent may bring an action in the applicable jurisdiction pursuant to Section 10.5 to resolve the matter. Any finalrelevant, non-appealable decision of a Governmental Authority as to the validity privileged and amount of any claim in such Claim Certificate shall be conclusive and binding upon the parties hereto and the Company Indemnitors, and following such decision the Securityholder Agent and Parent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the decision regarding such matter by the Governmental Authority (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so decided by the Governmental Authority to be indemnifiable by the Company Indemnitors pursuant to this Section 9non-confidential documents or copies thereof.
Appears in 1 contract
Sources: Merger Agreement (First Solar, Inc.)
Resolution of Objections to Claims. (a) If the Securityholder Agent does not contest, by written notice to Principal Company Stockholder or Parent, as applicable, objects in writing to any claim or claims by Parent Liability Claim made in any Claim Certificate Claims Notice within twenty (20) days after delivery of such Claims Notice, the 60-day period following receipt Principal Company Stockholder and Parent shall attempt in good faith to agree upon the rights of the Claim Certificaterespective parties with respect to each of such claims. If the Principal Company Stockholder and Parent should so agree, then a memorandum setting forth such agreement shall be prepared and signed by both parties and, (1) with respect to a Loss suffered by any Principal Company Stockholder Indemnified Person, within five (5) Business Days of entering into such memorandum, Parent shall issue to the Principal Company Stockholder a number of shares of Parent Common Stock of equal value of the agreed upon of Losses in accordance with such memorandum and (2) with respect to a Loss suffered by any Parent Indemnified Person, the Securityholder Agent Principal Company Stockholder shall Release from Indemnity within five (5) Business Days surrender to Parent a number of shares (rounded down to the nearest whole share) of Parent Capital Stock from the Indemnity Fund having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the thirty (30) trading days prior for surrender of equal value to the last day of agreed upon Losses in accordance with such 30-day period (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of any Damages corresponding to such claim or claims as set forth in such Claim Certificatememorandum.
(b) If the Securityholder Agent objects in writing to any claim or claims by ▇▇▇▇▇▇ made in any Claim Certificate within the 60no such agreement can be reached after good-day period set forth in Section 9.7(a), Parent faith negotiation and the Securityholder Agent shall attempt in good faith for 45 after 30 days after Parent’s receipt delivery of such written objection an Objection Notice, either Parent or the Principal Company Stockholder may institute arbitration proceedings to resolve such objection and dispute in accordance with Section 8.11. Upon the amount of Damages that are indemnifiable final decision by the arbitrator, a memorandum setting forth such decision shall be prepared and signed by both parties and within twenty (20) days of such decision, (1) if any Losses were determined to be suffered by a Principal Company Indemnitors pursuant to this Section 9 in connection with the claim or claims made by Parent in such Claim Certificate. If Parent and the Securityholder Agent shall so agree, in writingStockholder Indemnified Person, Parent and shall, within five (5) Business Days issue to the Securityholder Agent shall Release from Indemnity to Parent from the Indemnity Fund Principal Company Stockholder a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the resolution by the Parent and the Securityholder Agent of such objection (assuming that the equal value of each share the agreed upon of Losses in accordance with such memorandum, and (2) if any Losses were determined to be suffered by a Parent Preferred Stock is equal Indemnified Person, the Principal Company Stockholder shall within five (5) Business Days surrender to the value Parent a number of each share shares of Parent Common Stock), Stock for surrender of equal value to the amount of Damages, if any, so agreed by Parent and the Securityholder Agent in writing to be indemnifiable by the Company Indemnitors pursuant to this Section 9 upon Losses in accordance with the terms of such joint written instructionmemorandum.
(c) If no such agreement is reached during During the 45-day period for good faith negotiation set forth from the giving of any Claims Notice through the institution of binding arbitration in accordance with Section 9.7(b7.7(b), upon each party shall be entitled to the expiration timely production by the other party of such 45-day period, either Parent or the Securityholder Agent may bring an action in the applicable jurisdiction pursuant to Section 10.5 to resolve the matter. Any finalrelevant, non-appealable decision of a Governmental Authority as to the validity privileged and amount of any claim in such Claim Certificate shall be conclusive and binding upon the parties hereto and the Company Indemnitors, and following such decision the Securityholder Agent and Parent shall Release from Indemnity to Parent from the Indemnity Fund a number of shares (rounded down to the nearest whole share) of Parent Capital Stock having a total value, based on the greater of the Parent Share Price and the VWAP of a share of Parent Common Stock on the Nasdaq Global Market in the 30 trading days prior to the decision regarding such matter by the Governmental Authority (assuming that the value of each share of Parent Preferred Stock is equal to the value of each share of Parent Common Stock), equal to the amount of Damages, if any, so decided by the Governmental Authority to be indemnifiable by the Company Indemnitors pursuant to this Section 9non-confidential documents or copies thereof.
Appears in 1 contract
Sources: Merger Agreement (Lecg Corp)