definiens: means such number of Retention Consideration Shar es having an aggregate value of a fixed US$ amount per share to be determi ned by the Parties in good faith prior to or at Closing ( the ) and without taking into account the value of any dividends accrued thereon ) equal to the aggregate dollar amou nt of any claims for indemnification brought by the Buyer against the Seller pursuant to Clause 14 and with respect to which the Buyer has, before the Indemnification Holdback Disbursement Date, provide d notice to the Seller ( including any amounts that are the subject of any pending or disputed ind emnification claim, although for such amounts not until such indemnification claims have been finally and bindingly determined in accordance with this Agreement ) . The Buyer shall cancel and retire any a nd all Returned Retention Consideration Shares, it being agreed and understood that the Buyer shall no t cancel or retire any Retention Consideration Shares on the basis of any non - final indemnificatio n claim . The Retention Consideration Shares shall be issued as of the Closing Date and held in escrow by Buyer ’s corporate secretary for distribution to th e Seller or cancellation and retirement pursuant to t he terms of this Agreement . Until such time that a Retention Consideration Share is returned to Buyer or retired pursuant to this Agreement, such share shall accrue dividends, if and as applicable, for t he account of the Seller . While held in escrow, the Seller shall be entitled to vote on the Retention C onsiderati on Shares