Earnout Pro Rata Portion definition
Earnout Pro Rata Portion means, with respect to:
Earnout Pro Rata Portion means, with respect to each Earnout Company Stockholder, a percentage equal to (a) the number of shares of Parent Common Stock to be issued to such Earnout Company Stockholder in the First Merger (as applicable), divided by (b) the total number of shares of Parent Common Stock to be issued in the First Merger, in each case of the foregoing clauses (a) and (b), as if all Company RSUs (whether or not then vested) were settled into Company Common Stock, and all Company Restricted Stock were fully vested, in each case, immediately prior to the Effective Time and prior to the exercise of Company Warrants (if any) and prior to conversion of the Company Convertible Debt; provided, that Parent shall be entitled to rely on the Earnout Pro Rata Portion as set forth in the Closing Date Capitalization Statement and shall not be liable to any Company Stockholder for the amount of any issuance of equity hereunder made to such Company Stockholder in accordance with the Earnout Pro Rata Portion. In no event shall the aggregate Earnout Pro Rata Portion exceed 100%.
Earnout Pro Rata Portion means, with respect to each holder of outstanding shares of Company Common Stock as of immediately prior to the Effective Time (including holders of shares of Company Common Stock resulting from the Preferred Stock Conversion), a fraction expressed as a percentage equal to (i) the number of shares of BRPA Common Stock into which such holder’s shares of Company Common Stock are converted into in accordance with Section 1.3(b) divided by (ii) the sum of (x) the total number of shares of BRPA Common Stock into which all outstanding shares of Company Common Stock (including all shares of Company Common Stock resulting from the Preferred Stock Conversion) are converted into in accordance withSection 3.01(b), plus (y) total shares of BRPA Common Stock that would have been underlying the Substitute Options had the number of shares underlying such Substitute Options been determined pursuant Section 1.3(c)(i) based on the Exchange Ratio instead of the Option Exchange Ratio (for the avoidance of doubt, without reflecting any subsequent Option Post-Earnout Adjustments).
Examples of Earnout Pro Rata Portion in a sentence
Until surrendered as contemplated by this Section 3.03(b), each Company Unit shall be deemed at any time from and after the Acquisition Merger Effective Time to represent only the right to receive upon such surrender the Per Unit Consideration, the Earnout Pro Rata Portion of any Earnout Units and Earnout Shares and/or the Additional Company Financing Unit Consideration, which the Company Unitholders holding Company Units were entitled to receive in respect of such units pursuant to Section 3.01(b).
Subject to the terms of Annex I hereto, following the occurrence of an Earnout Milestone, PubCo will issue the Earnout Shares to each Earnout Participant in accordance such participant’s Earnout Pro Rata Portion.
The Members shall be entitled (i) to receive all distributions (including, without limitation, liquidating distributions) made by the Company, and (ii) to enjoy all other rights, benefits and interests in the Company.
The Surviving Company will issue within five (5) Business Days following the occurrence of the $15.00 Share Price Milestone and/or the $17.50 Share Price Milestone, as applicable, to each holder of Company Common Stock that had immediately prior to the Effective Time an Earnout Pro Rata Portion exceeding zero (0) a number of shares of Applicable Surviving Company Common Stock in accordance with Annex I hereto.
If based on the Company’s audited financial statements for the fiscal year ending December 31, 2026, the Company shall have revenues during such fiscal year as reported on such financial statements equal to or greater than $42,700,000 (USD) (the “Revenue Threshold”), PubCo shall issue as promptly as practicable to each Earnout Recipient, such number of PubCo Ordinary Shares equal to such Earnout Recipient’s Earnout Pro Rata Portion of Earnout Shares.
More Definitions of Earnout Pro Rata Portion
Earnout Pro Rata Portion means, with respect to each holder of outstanding Company Shares as of immediately prior to the Effective Time, a fraction expressed as a percentage equal to (i) the number of shares of IAC Class A Common Stock or IAC Series C Preferred Stock, as applicable, into which such holder’s Company Shares (after giving effect to the conversions contemplated by Section 3.01(a)) are converted in accordance with Section 3.01(b), divided by (ii) the total number of shares of IAC’s Class A Common Stock and IAC Series C Preferred Stock in the aggregate into which all outstanding Company Shares are converted in accordance with Section 3.01(b). In no event shall the aggregate Earnout Pro Rata Portion exceed 100%.
Earnout Pro Rata Portion means, with respect to each holder of outstanding shares of Company Common Stock as of immediately prior to the Effective Time (including holders of shares of Company Common Stock resulting from the Preferred Stock Conversion), a fraction expressed as a percentage equal to (i) the number of shares of BRPA Common Stock into which such holder’s shares of Company Common Stock are converted into in accordance with Section 1.3(b) divided by (ii) the sum of (x) the total number of shares of BRPA Common Stock into which all outstanding shares of Company Common Stock (including all shares of Company Common Stock resulting from the Preferred Stock Conversion) are converted into in accordance with Section 3.01(b), plus (y) total shares of BRPA Common Stock that would have been underlying the Substitute Options had the number of shares underlying such Substitute Options been determined pursuant Section 1.3(c)(i) based on the Exchange Ratio instead of the Option Exchange Ratio (for the avoidance of doubt, without reflecting any subsequent Option Post-Earnout Adjustments).
Earnout Pro Rata Portion has the meaning specified in Schedule A.
Earnout Pro Rata Portion means the relative percentage of any Earnout Payment which each Company Holder is entitled to receive as set forth on the Merger Consideration Spreadsheet relative to the aggregate amount of the Aggregate Earnout Amount, the Orthopedic Milestone Payment and the Wound Closure Milestone Payment that the Company Holders may be entitled to receive in respect of their shares of Company Stock.
Earnout Pro Rata Portion means, with respect to, (a) each holder of outstanding shares of Company Common Stock as of immediately prior to the First Effective Time (after giving effect to the Company Preferred Stock Conversion), a fraction expressed as a percentage equal to (i) the number of shares of Parent Common Stock into which such holder’s shares of Company Common Stock are converted into in accordance with Section 3.1(c) divided by (ii) the sum of (x) the total number of shares of Parent Common Stock into which all outstanding shares of Company Common Stock are converted into in accordance with Section 3.1(c), plus (y) the total number of shares of Parent Common Stock issued or issuable upon the exercise of the Exchanged Warrants (but excluding the Designated Company Warrants), Exchanged Options and issued under Exchanged Restricted Stock Awards, and excluding any shares of Parent Common Stock issued or issuable upon the exercise of Exchanged Options or Exchanged Restricted Stock Awards that have been forfeited or cancelled in accordance with their respective terms; (b) each holder of outstanding Company Warrants as of immediately prior to the First Effective Time (but excluding the Designated Company Warrants), a fraction expressed as a percentage equal to (i) the number of shares of Parent Common Stock issued or issuable upon the exercise of such holder’s Exchanged Warrants, divided by (ii) the sum of (x) the total number of shares of Parent Common Stock into which all outstanding shares of Company Common Stock are converted into in accordance with Section 3.1(c), plus (y) the total number of shares of Parent Common Stock issued or issuable upon the exercise of the Exchanged Warrants (but excluding the Designated Company Warrants), Exchanged Options and issued under Exchanged Restricted Stock Awards, and excluding any shares of Parent Common Stock issued or issuable upon the exercise of any Exchanged Options or Exchanged Restricted Stock Awards that have been forfeited or cancelled in accordance with their respective terms; and (c) each holder of outstanding Company Options as of immediately prior to the First Effective Time, a fraction expressed as a percentage equal to (i) the number of shares of Parent Common Stock issued or issuable upon the exercise of such holder’s Exchanged Options, divided by (ii) the sum of (x) the total number of shares of Parent Common Stock into which all outstanding shares of Company Common Stock are converted into in accordance with Section 3...
Earnout Pro Rata Portion means the percentage obtained by dividing (a) the aggregate number of CB Shares and Net Exercise Shares owned by a Post-Closing Earnout Recipient as of immediately prior to the Effective Time, by (b) the aggregate number of CB Shares and Net Exercise Shares held by all Post-Closing Earnout Recipients as of immediately prior to the Effective Time.
Earnout Pro Rata Portion means, with respect to each holder of outstanding shares of Company Common Stock as of immediately prior to the Effective Time (which, for the avoidance of doubt, shall be deemed to include the holder of the Company Warrant as a result of the exercise of the Company Warrant pursuant to Section 3.01(f) and the shares of Company Common Stock issued therefrom), a fraction expressed as a percentage equal to (i) the number of GCAC Class A Common Stock into which such holder’s shares of Company Common Stock (after giving effect to the conversions contemplated by Section 3.01(a)) are converted in accordance with Section 3.01(b) divided by (ii) the total number of shares of GCAC’s Class A Common Stock into which all outstanding shares of Company Common Stock (after giving effect to the conversions contemplated by Section 3.01(a) and the exercise of the Company Warrant contemplated by Section 3.01(f)) are converted in accordance with Section 3.01(b). In no event shall the aggregate Earnout Pro Rata Portion exceed 100%.