Escrow Pro Rata Share definition

Escrow Pro Rata Share means the quotient obtained by dividing (i) Escrow Cash by (ii) the Total Share Purchase Consideration.

Escrow Pro Rata Share means with respect to a particular Company Escrow Equityholder, a fraction, (x) the numerator of which is the portion of Merger Consideration that such holder is entitled to be paid pursuant to this Agreement with respect to its Company Shares and Company Warrants, and (y) the denominator of which is the aggregate Merger Consideration that all Company Escrow Equityholders are entitled to be paid pursuant to this Agreement with respect to their Company Shares and Company Warrants, in each case after giving effect to the Reallocation.

Escrow Pro Rata Share means, with respect to each holder of outstanding shares of Company Stock as of immediately prior to the First Effective Time, a fraction expressed as a percentage equal to (i) the total number of shares of Company Stock held by a Company Stockholder as of immediately prior to the First Effective Time (but excluding the Excluded Shares) divided by (ii) the Fully Diluted Company Shares, provided, that solely for the purpose of this definition of “Escrow Pro Rata Share”, the term “Fully Diluted Company Shares” shall disregard clauses (d) and (e) of the definition thereof.

Examples of Escrow Pro Rata Share in a sentence

• In the event that the Holder Representatives have not used the entire Rep Expense Amount at such time as the termination of the Escrow Period or promptly following the completion of the Holder Representative’s duties in accordance with the terms of this Agreement and the Holder Representative Agreement, any remaining amount shall be distributed by the Paying Agent, per the mechanism described under Section 2.04, to the Indemnifying Persons pro rata to their respective Indemnity Escrow Pro Rata Share.

• The Escrow Fund will be deducted from the portion of the Aggregate Consideration attributed to the Indemnifying Persons based on the respective Indemnity Escrow Pro Rata Share of each Indemnifying Person.

• Notwithstanding any contrary provision set forth in this Agreement, no Company Escrow Equityholder shall be entitled to receive that portion of the Merger Consideration represented by such Company Equityholder’s Escrow Pro Rata Share of the Escrow Amount or the Representative Holdback Amount until such time as such amount (or any portion thereof), if any, is distributed to such Company Escrow Equityholder pursuant to the terms and conditions of the Escrow Agreement or this Agreement, as applicable.

• With respect to each Company Option Holder, the Escrow Agent shall pay the portion of the Released General Escrow Amount attributable to such Company Option Holder, with respect to the Escrow Pro Rata Share of such Company Option Holder, to the Surviving Corporation for the benefit of such Company Option Holder and the Surviving Corporation shall promptly pay such Company Option Holder.

• Any portion of the Escrow Fund held by the Escrow Agent following the Escrow Release Date with respect to pending but unresolved claims for indemnification that is not awarded to Acquirer upon the resolution of such claims shall be distributed by the Escrow Agent to the Founders within five Business Days following resolution of such claims and in accordance with each such Founder’s Escrow Pro Rata Share of such portion of the Escrow Fund.

More Definitions of Escrow Pro Rata Share

Escrow Pro Rata Share means, with respect to any Company Stockholder, the amount expressed as a percentage of the Escrow Fund, if any, payable to such Company Stockholder (before any applicable withholdings) as set forth opposite such Company Stockholder’s name on the Spreadsheet under the heading “Escrow Pro Rata Share.” For illustrative purposes, a sample calculation of each Company Stockholder’s Escrow Pro Rata Share is included opposite the name of such Company Stockholder in column AC of the Payout by Holder Tab of the Trial Run Spreadsheet.

Escrow Pro Rata Share means, with respect to a particular Effective Time Holder, the amount of cash such Effective Time Holder is contributing to the escrow fund which shall hold the Escrow Cash, if any, with respect to such Effective Time Holder’s Company Capital Stock (other than Dissenting Shares), Vested Company Options and Company Warrants relative to the amount in cash equal to the Shared Escrow Cash; provided that, solely for purposes of this calculation, the Escrow Pro Rata Share with respect to Escalate means (A) the amount of cash Escalate is contributing to the escrow fund which shall hold the Escrow Cash with respect to the Escalate Warrant minus the Escalate Additional Escrow Contribution relative to (B) the amount in cash equal to the Shared Escrow Cash.

Escrow Pro Rata Share means, with respect to a particular Company Securityholder, a fraction, (i) the numerator of which is the sum of (A) the aggregate amount of cash plus (B) the product of (1) the Acquirer Stock Price multiplied by (2) the aggregate number of shares of Acquirer Common Stock that such Company Securityholder is entitled to be paid and issued, respectively, pursuant to Section 1.3(a) and (ii) the denominator of which is the sum of (A) the aggregate amount of cash plus (B) the product of (1) the Acquirer Stock Price multiplied by (2) the aggregate number of shares of Acquirer Common Stock that all Company Securityholders are entitled to be paid and issued, respectively, pursuant to Section 1.3(a).

Escrow Pro Rata Share means with respect to each Securityholder that had a portion of their allocation of Merger Consideration contributed to the Escrow Fund, the percentage equal to the amount of Merger Consideration attributable to each such Stockholder, Optionholder or Warrantholder, divided by the aggregate amount of Merger Consideration attributable to all such Securityholders who contributed to the Escrow Fund, as set forth on the Consideration Spreadsheet.

Escrow Pro Rata Share means, with respect to any Person, the percentage obtained by dividing (i) the amount of Total Closing Consideration actually paid to such Person by (ii) eighteen million dollars ($18,000,000).

Escrow Pro Rata Share means the quotient obtained by dividing (A) Escrow Amount by (B) the Merger Consideration.

Escrow Pro Rata Share means, with regard to each Company Securityholder, a percentage equal to the quotient of (i) the portion of the Base Merger Consideration payable to such Company Securityholder pursuant to Section 2.4(c)(ii), Section 2.4(c)(iii) and Section 2.4(c)(v), divided by (ii) the sum of aggregate amount of (A) Base Merger Consideration of the type described in clause (i) to all Company Securityholders plus (B) the aggregate amount of Company Closing Bonuses payable to the Business Employees set forth in Exhibit C under the heading “SPP Escrow Participants”. An estimate of each Company Securityholder’s Escrow Pro Rata Share is set forth on Exhibit C hereto, to be updated prior to the Closing in accordance with Section 3.3. on the Closing Date; provided, that, notwithstanding anything to the contrary in this Agreement, no Company Securityholder shall have any right whatsoever in the Escrow Amount unless and until, and in such event only such amount (which may only be a portion of the Escrow Amount), is released by the Escrow Agent for the benefit of the Company Securityholders as expressly provided in this Agreement (including Annex A-2) and pursuant to the Escrow Agreement.