Earnout Pro Rata Share definition

Earnout Pro Rata Share means, for each Company Earnout Holder, a percentage determined by the quotient of:

Earnout Pro Rata Share means, for each Company Earnout Holder, a percentage determined by the quotient of: (1) The sum of (i) the total number of shares of Company Common Stock held by such Company Earnout Holder immediately prior to the Effective Time, plus (ii) the total number of shares of Company Common Stock issuable upon conversion of all shares of Company Series A Preferred Stock and Company Series F Preferred Stock that are held by such Company Earnout Holder immediately prior to the Effective Time; divided by (2) The sum of (i) the total number of shares of Company Common Stock and (ii) the total number of shares of the Company Common Stock issuable upon conversion of all shares of Company Series A Preferred Stock and Company Series F Preferred Stock, in each case, that are issued and outstanding immediately prior to the Effective Time.

Earnout Pro Rata Share means, with respect to each recipient of Earnout Shares pursuant to Section 2.7, a percentage equal to the quotient of: (a) the sum of (i) the aggregate number of Holdco Shares that are held by such recipient immediately prior to the Effective Date (including, for the avoidance of doubt, any such Holdco Share issued as a result of the exercise of any Company Issuance Right in connection with and after the Company Share Exchange) plus (ii) the aggregate number of Holdco Shares subject to Rollover Company Options that are held by such recipient immediately prior to the Effective Date; divided by (b) the sum of (i) the aggregate number of Holdco Shares that are held by all Holdco Shareholders immediately prior to the Effective Date (including, for the avoidance of doubt, all Holdco Shares issued as a result of the exercise of any Company Issuance Right in connection with and after the Company Share Exchange) plus (ii) the aggregate number of Holdco Shares subject to all Rollover Company Options held by Eligible Optionholders that are outstanding and unexercised immediately prior to the Effective Date.

Examples of Earnout Pro Rata Share in a sentence

• International House 00 Xxxxxxx Xxxxxxx Xxxxxx, XX0X 0XX, XX Telephone: Email: /s/ Xxxxx Xxxxx Xxxxx Xxxxx X.X. Xxx 000000 Xxx Xxxxx, XX 00000 Telephone No.: Email: /s/ Xx. Xxxxx Xxxxxxxxxx Xx. Xxxxx Xxxxxxxxxx Address: Telephone: Email: Seller Name No. of Company Ordinary Shares Held Percentage of Total Outstanding Current Pro Rata Share Current Earnout Pro Rata Share Signing Sellers Global Institute of Stem Cell Therapy and Research Inc.

• The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share and Earnout Pro Rata Share to account for any such new Joining Seller.

• Each holder of an Exchanged RSU Award as of immediately following the Effective Time (but excluding any Forfeited Company RSU Award) shall also be entitled to receive its Earnout Pro Rata Share of any Earnout Shares if the Triggering Event occurs or is deemed to occur in accordance with Section 2.3.

• At the direction of the Seller Entity in accordance with Section 2.1(c) of the Agreement, Purchaser shall issue to each Beneficial Seller and each Promised Optionholder such Beneficial Seller’s and such Promised Optionholder’s Earnout Pro Rata Share of the Earnout Shares as set forth in the Earnout Spreadsheet.

• Each holder of an Exchanged Option as of immediately following the Effective Time (but excluding any Forfeited Company Option) shall also be entitled to receive its Earnout Pro Rata Share of any Earnout Shares if the Triggering Event occurs or is deemed to occur in accordance with Section 2.3.

More Definitions of Earnout Pro Rata Share

Earnout Pro Rata Share means the pro rata portion of the Aggregate Merger Consideration allocated to each Eligible Symbotic Equityholder as set forth in the Allocation Schedule pursuant to Section 2.6.

Earnout Pro Rata Share. “ means, with respect to a holder of Company Capital Stock as of the Effective Time, the quotient obtained by dividing (i) the number of shares of Company Capital Stock held by such holder, by (ii) the total number of shares of Company Capital Stock outstanding as of the Effective Time.

Earnout Pro Rata Share means with respect to each Earnout Seller, (a) the Pro Rata Share of each Earnout Seller divided by (b) the aggregate Pro Rata Shares of all Earnout Sellers.

Earnout Pro Rata Share means, for each Eligible Company Equityholder, a percentage determined as (a) the total number held by such Eligible Company Equityholder of (i) shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Employee Transactions and Preferred Stock Conversion), plus (ii) shares of Company Common Stock subject to unexercised Company Options outstanding immediately prior to the Effective Time, whether or not exercisable at such time, plus (iii) shares of Company Common Stock subject to Company RSUs (that have not yet been settled with the applicable Company Common Stock, in cash, or other securities or property) immediately prior to the Effective Time, whether or not vested at such time, plus (iv) Company Warrant Shares pursuant to Company Warrants that have not yet been exercised as of immediately prior to the Effective Time, whether or not vested or exercisable at such time, minus (v) any Forfeited Shares with respect to such Eligible Company Equityholder as of the applicable date on which Earnout Shares are earned, divided by (b)(i) the Aggregate Fully Diluted Company Common Stock, minus (ii) the aggregate number of Forfeited Shares of all Eligible Company Equityholders as of the applicable date on which Earnout Shares are earned.

Earnout Pro Rata Share means, for each Seller, the percentage determined by dividing (A) the number of shares of Common Stock, Series Seed Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock held by such Seller as of immediately prior to the Effective Time by (B) the Outstanding Common Shares.

Earnout Pro Rata Share means, with respect to a holder of Jiff Series B Preferred Stock, Jiff Series C Preferred Stock, Jiff Starter Stock or Jiff Common Stock or Jiff Options, a fraction, the numerator of which is the number of shares of Jiff Series B Preferred Stock, Jiff Series C Preferred Stock, Jiff Starter Stock or Jiff Common Stock or number of Jiff Options held by such holder and the denominator of which is the aggregate amount of shares of Jiff Series B Preferred Stock, Jiff Series C Preferred Stock, Jiff Starter Stock and Jiff Common Stock and Jiff Options held by all such holders.

Earnout Pro Rata Share means, with respect to each Beneficial Seller or Promised Optionholder set forth on Exhibit A, the percentage set forth next to such Beneficial Seller’s or Promised Optionholder’s name on Exhibit A hereto under the heading “Earnout Pro Rata Share”. For the avoidance of doubt, the Earnout Pro Rata Shares of all Beneficial Sellers and Promised Optionholder will sum to one hundred percent (100%).