Indemnification Pro Rata Share definition

Indemnification Pro Rata Share with respect to any Equityholder, means a fraction, rounded to four decimal places, equal to (x) the aggregate amount of cash and the cash value of the Parent Shares (as determined based on the Parent Stock Price) paid or payable to such Equityholder pursuant to Section 1.5(c), Section 1.5(d) and Section 1.12 (which, for the avoidance of doubt, excludes any payments in respect of Dissenting Shares) divided by (y) the aggregate amount of cash and the cash value of the Parent Shares (as determined based on the Parent Stock Price) paid or payable to all Equityholders pursuant to Section 1.5(c), Section 1.5(d) and Section 1.12 (which, for the avoidance of doubt, excludes any payments in respect of Dissenting Shares).
Sample 1Sample 2
Indemnification Pro Rata Share means, with respect to any Unitholder and expressed as a percentage, the quotient obtained by dividing (i) the aggregate amount of the Per Unit Merger Consideration payable to such Unitholder pursuant to Article III (assuming release in full of the Indemnity Holdback, Special Indemnity Holdback, Purchase Price Holdback, Expense Fund and Earn-Out Consideration) by (ii) the sum of the Per Unit Merger Consideration paid to all Unitholders pursuant to Article III (assuming release in full of the Indemnity Holdback, Special Indemnity Holdback, Purchase Price Holdback and Expense Fund).
Sample 1
Indemnification Pro Rata Share means, with respect to any Seller a fraction, (i) the numerator of which is the number of Participating Shares held by such Seller immediately prior to the Closing, and (ii) the denominator of which is the aggregate number of Participating Shares held by all Sellers immediately prior to the Closing.
Sample 1

More Definitions of Indemnification Pro Rata Share

Indemnification Pro Rata Share means, with respect to any Stockholder and expressed as a percentage, the quotient obtained by dividing (i) the aggregate amount of the Per Share Merger Consideration payable to such Stockholder pursuant to Article III (assuming release in full of the Expense Fund, Earn-Out Consideration and Special Indemnity Holdback) by (ii) the sum of the Per Share Merger Consideration paid to all Stockholders pursuant to Article III (assuming release in full of the Expense Fund, Earn-Out Consideration and Special Indemnity Holdback).
Sample 1
Indemnification Pro Rata Share means, at any time, with respect to any Holder, such Holder’s pro rata percentage of any applicable amount, based on (i) the amount of the Final Purchase Price such Holder is paid by the Paying Agent hereunder (including any amounts in respect of the Holder Representative Expense Amount) in proportion to (ii) the total amount of the Final Purchase Price actually paid by the Paying Agent to all Holders (including any amounts in respect of the Holder Representative Expense Amount) pursuant to the terms hereof.
Sample 1
Indemnification Pro Rata Share means, with respect to any Stockholder and expressed as a percentage, the quotient obtained by dividing (i) the aggregate amount of the Per Share Merger Consideration payable to such Stockholder pursuant to Article III (assuming release in full of the Expense Fund, Earn-Out Consideration and Special Indemnity Holdback) by (ii) the sum of the Per Share Merger Consideration paid to all Stockholders pursuant toArticle III (assuming release in full of the Expense Fund, Earn-Out Consideration and Special Indemnity Holdback).
Sample 1
Indemnification Pro Rata Share means the quotient of (a) the number of shares of Parent Class B Common Stock issued to a Principal Stockholder pursuant to this Agreement divided by (b) the total number of shares of Parent Class B Common Stock issued to all Principal Stockholders pursuant to this Agreement.
Sample 1
Indemnification Pro Rata Share means, as applied to any Indemnifying Shareholder, but subject to the terms hereof which require a Managing Shareholder’s indemnification obligations to be joint and several with the indemnification obligations of the other Managing Shareholders in connection with Unpaid Obligations, the quotient of (i) the number of Fully Diluted Rodati US Shares owned by such Indemnifying Shareholder as of immediately prior to the effective time of the Closing, divided by (ii) the Fully Diluted Rodati US Shares, and with the Indemnification Pro-Rata Share of each Indemnifying Shareholder described on Exhibit 1.1B attached hereto.
Sample 1
Indemnification Pro Rata Share of a Seller means: (a) the portion of the Purchase Price payable to such Seller pursuant to the Company Closing Statement (assuming the full Adjustment Holdback shall be payable by Buyer, no Adjustment Amount shall be payable by Buyer and the full amount of the Earnout Amount and the Deferred Payment Amount shall be payable by Buyer, in each case in accordance with the terms hereof), divided by (b) the total Purchase Price (assuming the full Adjustment Holdback shall be payable by Buyer, no Adjustment Amount shall be payable by Buyer and the full amount of the Earnout Amount and the Deferred Payment Amount shall be payable by Buyer, in each case in accordance with the terms hereof), and as set forth by the Company in the Company Closing Statement.
Sample 1

Related to Indemnification Pro Rata Share

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnified Amounts The meaning specified in Section 10.1(a).