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
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.
More Definitions of Indemnification Pro Rata Portion
Indemnification Pro Rata Portion means, with respect to any Indemnification Covering Selling Shareholder, a fraction, the numerator of which is the Purchase Price for such Indemnification Covering Selling Shareholder and the denominator of which is the Aggregate Purchase Price for all Indemnification Covering Selling Shareholders.
Indemnification Pro Rata Portion means, with respect to each Company Indemnifying Party, (i) the applicable indemnifiable Loss multiplied by (ii) a fraction in which (A) the numerator is the aggregate amount of Merger Consideration and Carve-out Plan Amount actually received by such Company Indemnifying Party and (B) the denominator is the sum of (x) the aggregate amount of Merger Consideration actually received by all Company Indemnifying Parties plus (y) the Carve-out Plan Amount actually received by all Company Indemnifying Parties.
Indemnification Pro Rata Portion means, with respect to each Indemnifying Party, an amount equal to the quotient obtained by dividing (x) the sum of (i) the aggregate number of Company Shares held by such Person (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 (ii) the aggregate number of Company Shares underlying Vested Company Options held by such Person (excluding any Company Shares subject to Out of the Money Vested Company Options), plus (iii) the aggregate number of Company Shares underlying Company Warrants held by such Person, in each 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, TABLE OF CONTENTS 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 (excluding any Company Shares subject to Out of the Money Vested Company Options), plus (C) the aggregate number of Company Common Shares issuable upon the exercise of all Company Warrants that remain unexercised and outstanding immediately prior to the Effective Time.
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, 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 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 each Escrow Participant, (i) the applicable indemnifiable Loss multiplied by (ii) such Escrow Participant's Escrow Participation Percentage.