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
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.
The change will extend the route from Pentagon City to Crystal City and from Four Mile Run to Blair Rd The annual subsidy increase is $58K; the FY06 subsidy impact is $44K.
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.
For the avoidance of doubt, in no event shall the number of Restricted Stock Units that are earned upon a Triggering Event, together with any Earnout Shares received by the Grantee under the Merger Agreement, exceed the Grantee’s Earnout Pro Rata Share as of such Triggering Event.
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.
More Definitions of Earnout Pro Rata Share
Earnout Pro Rata Share means, with respect to a Company Stockholder, a fraction, (i) the numerator of which is the value of the aggregate Applicable Per Share Earnout Amount payable to such holder pursuant to this Agreement in exchange for shares of Company Capital Stock and (ii) the denominator of which is the value of the aggregate Applicable Per Share Earnout Amount payable to all Company Stockholders pursuant to this Agreement in exchange for shares of Company Capital Stock.
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 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, 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 Earnout Pre-Closing Company Securityholder, a percentage equal to the quotient of (a) the sum of (i) the aggregate number of shares of Company Common Stock that are held by such Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time (after giving effect to the Company Note Conversion) plus (ii) the aggregate maximum number of shares of Company Class B Common Stock that would be issuable assuming the exercise in full immediately prior to the Effective Time, of all Participating Company Options, other than Forfeited Company Options, that are held by such Earnout Pre-Closing Company Securityholder (on a net exercise basis, settled in the applicable number of Company Class B Common Stock, rounded down to the nearest whole share) immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Class B Common Stock subject to Company RSU Awards that are held by such Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time, other than Forfeited Company RSU Awards; divided by (b) the sum of (i) the aggregate number of shares of Company Common Stock that are held by all Earnout Pre-Closing Company Securityholders immediately prior to the Effective Time (after giving effect to the Company Note Conversion), plus (ii) the aggregate maximum number of shares of Company Class B Common Stock that would be issuable assuming exercise in full immediately prior to the Effective Time of all Participating Company Options, other than Forfeited Company Options, that are held by all Earnout Pre-Closing Company Securityholders (on a net exercise basis, settled in the applicable number of Company Class B Common Stock, rounded down to the nearest whole share) immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Class B Common Stock subject to Company RSU Awards that are held by all Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time, other than Forfeited Company RSU Awards.
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%).
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.