Indemnification Pro Rata Portion definition

Indemnification Pro Rata Portion means with respect to each Contributing Securityholder, the quotient obtained by dividing (a) the amount allocated to such Contributing Securityholder of the Closing Payment Fund pursuant to Section 2.1, Section 2.2, and Section 2.3 by (b) the total amount of the Closing Payment Fund.

Indemnification Pro Rata Portion means an amount equal to the quotient obtained by dividing the total amount of Company Common Stock held by such Indemnifying Holder by the total aggregate amount of Company Common Stock held by all Indemnifying Holders.

Indemnification Pro Rata Portion means with respect to any applicable Effective Time Holder, as set forth in the Payment Schedule.”

Examples of Indemnification Pro Rata Portion in a sentence

• After the Buyer Indemnified Parties have exhausted or made claims upon the Indemnification Cap Amount (the Escrow Fund shall be first resort), each Contributing Securityholder shall be liable, on a several and not joint basis, in accordance with its Indemnification Pro Rata Portion of any claim, provided that, subject to Section 9.2(c)(iv), such liability shall be limited to an amount equal to the amount actually paid to (or for the benefit or on behalf of) the Contributing Securityholder.

• All Company Transaction Expenses in excess of $200,000 (the “Excess Transaction Expenses”) shall be borne severally and not jointly by the Indemnifying Holders, in accordance with their respective Indemnification Pro Rata Portion subject to the limitations contained in Section 10.

• No later than three (3) Business Days after Buyer receives such Escrow Release Payment Spreadsheet, Buyer and the Securityholder Representative shall provide joint written instructions to the Escrow Agent to promptly (and, in any event, within two (2) Business Days) deliver to each Indemnifying Party from the Escrow Fund, in immediately available funds by wire transfer, an amount in cash equal to its respective Indemnification Pro Rata Portion of the Initial Escrow Release Amount.

• For income Tax purposes, the Expense Cash shall be treated as having been received and voluntarily set aside by the Indemnifying Parties on the Closing Date, and any Tax withholding required with respect to an Indemnifying Party’s deemed receipt of its Indemnification Pro Rata Portion of the Expense Cash on the Closing Date shall be satisfied from any amounts payable or otherwise deliverable pursuant to this Agreement to such Indemnifying Party, consistent with Section 2.5.

• As soon as reasonably practicable following delivery of the Positive Adjustment Amount pursuant to Section 2.4(b)(i), Buyer shall deliver or cause to be delivered to each of the Indemnifying Parties such Indemnifying Party’s Indemnification Pro Rata Portion of the Positive Adjustment Amount in accordance with the Post-Closing Payment Spreadsheet.

More Definitions of Indemnification Pro Rata Portion

Indemnification Pro Rata Portion means the percentage set forth for each Seller on Schedule 1.44.

Indemnification Pro Rata Portion means, with respect to any Company Securityholder, the percentage set forth next to such Company Securityholder’s name on the Consideration Spreadsheet. For the avoidance of doubt, the Indemnification Pro Rata Portion of in respect (i) of each Company Securityholder is set forth on the Consideration Spreadsheet, and (ii) of the Minor ISOs and the Exercised Minor EMI Options shall be zero percent (0%). “Indemnified Taxes” means the following (excluding any Option Tax Liabilities): (i) any and all Taxes (or the non-payment thereof) of the Company for any Pre-Closing Period (including, for the avoidance of doubt, the pre-Closing portion of any Straddle Period), excluding any Transfer Taxes and any payroll, social security, unemployment, withholding, or similar Taxes in respect of any Purchase Price paid to the Sellers pursuant to this Agreement; (ii) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign Law or regulation; (iii) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; and (iv) notwithstanding the foregoing, any Taxes arising as a result of Closing in respect of any Company Options and "employment-related securities" as defined in ITEPA. vi

Indemnification Pro Rata Portion means, with respect to each Consenting Company Stockholder, the quotient obtained by dividing (i) the number of shares of Company Common Stock held by the applicable Consenting Company Stockholder as of immediately prior to the Effective Time by (ii) the number of shares of Company Common Stock held by all Consenting Company Stockholders as of immediately prior to the Effective Time.

Indemnification Pro Rata Portion means, with respect to any Company Securityholder, a percentage equal to the quotient of (i) the value of the Merger Consideration then received by such Company Securityholder and (ii) the value of the Merger Consideration then received by all Company Securityholders, in each case, measured as of the time of the receipt of a Claim Notice (as defined below) received by the Securityholder Representative with respect to an indemnification claim made by an Acquiror Indemnified Party (as defined below) hereunder. Notwithstanding the foregoing, the holders of Second Tranche SAFEs in respect of their holdings of Second Tranche SAFEs shall not bear (or be entitled to receive) any portion of the Indemnity Escrow Fund or bear any portion of Milestone Consideration for which the Acquiror Set-Off Rights are so exercised; however, the holders of Second Tranche SAFEs in respect of their holdings of Second Tranche SAFEs shall constitute Company Securityholders who are responsible for their proportionate share of Indemnification Pro Rata Portion for those Losses for which the Acquiror Indemnified Parties have the right to pursue recourse directly against the Company Securityholders, subject to the terms, conditions and limitations contained herein.

Indemnification Pro Rata Portion means, with respect to any Company Securityholder, the Merger Consideration received by such Company Securityholder (including all Change of Control Payments then received by such Company Securityholder) relative to the Merger Consideration received by all Company Securityholders (including all Change of Control Payments then received by all Company Securityholders), in each case, measured as of the time of the receipt of a Claim Notice received by the Securityholders’ Representative with respect to an indemnification claim made by a Parent Indemnified Person hereunder.

Indemnification Pro Rata Portion means, with respect to each Escrow Participant, (i) the applicable indemnifiable Loss multiplied by (ii) such Escrow Participant's Escrow Participation Percentage.

Indemnification Pro Rata Portion means, with respect to each Person, an amount equal to the quotient obtained by dividing (x) the aggregate amount of Company Shares held by such Person and the aggregate amount of Company Shares underlying Vested Company Options held by such person, in either case immediately prior to the Effective Time on an as converted to Company Common Share basis, by (y) the sum of (A) the aggregate number of Company Shares issued and outstanding immediately prior to the Effective Time, counted on an as converted to Company Common Share basis (excluding any Cancelled Shares and Company Restricted Stock repurchased by the Company prior to Effective Time pursuant to Section 1.3(b)(ii)(B)), plus (B) the aggregate number of Company Common Shares issuable upon the exercise of all Vested Company Options that remain unexercised and outstanding immediately prior to the Effective Time.