definiens: means the number of shares of Parent Common Stock equal to ( x ) the sumof Losses indemnifiable pursuant to Section 9.2(b ) for the period from the Closing until the Indemnity Escrow Release Date,(y ) divided by the Twenty Day Average for the Indemnity Escrow Release Date . The Holder Representative shall providewritten notice to Parent of its reasonable and good - faith determination of each Loss indemnifiable pursuant to Section 9.2(b)and incurred following the Indemnity Escrow Release Date ( each such Loss, a ) no later than thirty(30 ) days following the occurrence of such Parent Additional Loss, and Parent shall issue to the Exchange Agent an amount ofshares of Parent Common Stock ( each such share, a ) equal to ( x ) the Parent AdditionalLoss so reasonably determined in good - faith by Holder Representative divided by ( y ) the Twenty Day Average for the date ofsuch issuance . Within three ( 3 ) Business Days of receipt of any Parent Indemnity Shares or Parent Additional IndemnityShares, the Exchange Agent will pay to each Holder Indemnitee who has surrendered before the Indemnity Escrow ReleaseDate his, her or its Certificates ( if applicable ) and duly executed Letter of Transmittal, pro rata in accordance with the HolderIndemnitee ’s Losses indemnifiable pursuant to Section 9.2(b ), the Parent Indemnity Shares or the Parent Additional IndemnityShares, as applicable