Indemnity Pro Rata Portion definition

Indemnity Pro Rata Portion means, in respect of any indemnity payable by a Seller, under Section 9.02, the proportion that the Purchase Price paid or payable to such Seller, bears to the total amount of Purchase Price paid or payable to all Sellers at the time of determination.
Sample 1Sample 2Sample 3
Indemnity Pro Rata Portion means, with respect to each Indemnifying Stockholder, an amount equal to the quotient obtained by dividing (x) that amount of the Closing Consideration received by such Indemnifying Stockholder by (y) the total amount of Closing Consideration received by all Indemnifying Stockholders under this Agreement.
Sample 1
Indemnity Pro Rata Portion means, with respect to any Company Securityholder, the percentage set forth next to such Company Securityholder’s name on the Spreadsheet or Milestone Payment Schedule, as applicable, calculated by the Company in the Spreadsheet and recalculated from time to time pursuant to an updated Spreadsheet or Milestone Payment Schedule delivered or caused to be delivered by the Securityholders’ Agent as follows (it being understood that the sum of all such percentages shall always equal 100%): the quotient of (i) (A) the portion of the Merger Consideration paid to such Company Securityholder plus (B) the aggregate amount of Change of Control Payments paid to such Company Securityholder pursuant to the Bonus Award Agreements, divided by (ii) (A) the aggregate Merger Consideration paid to all Company Securityholders, in each case, prior to any Tax withholding and valuing shares of Acquirer Common Stock issued at the Applicable Acquirer Stock Price plus (B) the aggregate amount Change of Control Payments paid to all Company Securityholders pursuant to the Bonus Award Agreements.
Sample 1

Examples of Indemnity Pro Rata Portion in a sentence

  • Deliveries of amounts out of the Indemnity Escrow Fund to the Indemnifying Stockholders pursuant to this Section 8.3(b)(i) shall be made in proportion to their respective Indemnity Pro Rata Portion of the remaining Indemnity Escrow Fund.

  • Buyer shall be entitled to reduce the Holdback Consideration by the amount necessary to satisfy and pay the amount of any Buyer Indemnified Losses with respect to which a Buyer Indemnified Party is entitled to indemnification pursuant to this Article IX by deducting from the Holdback Consideration cash and shares of Buyer Common Stock, in accordance with each TopCo Seller’s Indemnity Pro Rata Portion of such Buyer Indemnified Losses.

  • As shown in Figure 6.4, the absence of a proper time varying cd profile results in the absence of self-sustained oscillations.

  • Using these estimates and information, CS shall calculate an estimate of the Final Purchase Price (the “Estimated Purchase Price”) and deliver to the Stockholder Representative its good faith calculation, in reasonable detail, of the Estimated Purchase Price, each Indemnifying Party’s Escrow Pro Rata Portion and each Series AA Stockholder’s Indemnity Pro Rata Portion.

  • Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party in accordance with such memorandum, then, subject to the limitations set forth in this Article VIII, each Company Indemnitor shall, within 20 Business Days following the date of such memorandum, pay to the Indemnified Party, such Company Indemnitor’s Indemnity Pro Rata Portion of such shortfall in cash.

  • Buyer shall withhold in cash $1,250,000 of the First Anniversary Consideration to be issued to the Indemnifying Stockholders (such amount to be withheld based on the relative Indemnity Pro Rata Portion of each Indemnifying Stockholder), and such cash shall be delivered -3- to the Escrow Agent and held and distributed by the Escrow Agent on the terms and conditions contained in ARTICLE VIII.

  • Subject to the provisions of this Article VII, from and after the Closing, each of the Company Sellers, severally agrees, based on their respective Indemnity Pro Rata Portion, to indemnify and hold harmless, the Buyer Indemnified Parties from and against the Applicable Percentage of any and all Buyer Indemnified Losses incurred by any Buyer Indemnified Party.

  • For the avoidance of doubt, if no further remedial action is required for each of the Remediation Sites at or prior to Closing, the Remediation Escrow Amount shall not be paid to the Escrow Agent and instead shall be paid to the Representative to be distributed to the Sellers pursuant to the Indemnity Pro Rata Portion.

  • In no event shall a Carve-Out Participant be liable for an amount in excess of such Carve-Out Participant’s Escrow Pro Rata Portion of any particular Loss, and in no event shall a Series AA Stockholder be liable for an amount in excess of such Series AA Stockholder’s Indemnity Pro Rata Portion of any particular Loss.


More Definitions of Indemnity Pro Rata Portion

Indemnity Pro Rata Portion means, with respect to each Series AA Stockholder, an amount equal to the quotient obtained by dividing (x) the amount of cash payable pursuant to Section 1.7(a) hereof in respect of the shares of Company Series AA Preferred Stock owned by such Series AA Stockholder as of the Effective Time by (y) the aggregate amount of cash payable to all Series AA Stockholders pursuant to Section 1.7(a) hereof in respect of Company Capital Stock as of the Effective Time. Each Series AA Stockholder’s Indemnity Pro-Rata Portion is set forth on Schedule 10.
Sample 1
Indemnity Pro Rata Portion means, with respect to any TopCo Seller, such TopCo Seller’s Holdback Consideration Pro Rata Portion to the extent such TopCo Seller’s indemnification obligations are required to be funded exclusively through the Holdback Consideration, in accordance with Section 9.6 hereof, and in all other cases, such TopCo Seller’s Pro Rata Portion.
Sample 1
Indemnity Pro Rata Portion means, with respect to any Company Seller, such Company Seller’s Holdback Pro Rata Portion to the extent such Company Seller’s indemnification obligations are required to be funded exclusively through the Holdback Consideration, in accordance with Section 7.5(d) hereof, and in all other cases, such Company Seller’s Pro Rata Portion.
Sample 1
Indemnity Pro Rata Portion means, with respect to each Company Indemnitor, the quotient obtained by dividing (a) the amount of Total Acquisition Consideration payable to such Company Indemnitor in respect of such Company Indemnitor’s Company Capital Shares, Company Warrants and Vested Company Options, as applicable, and which for the purpose of this calculation shall (i) include (A) the amount of Company Indebtedness paid to the Apogee Noteholders and (B) with respect to Purchaser, the Purchaser Amount (ii) exclude, with respect to each Transition Employee, his or her DT Consideration, by (b) the amount of Total Acquisition Consideration payable to all Participating Sellers in respect of Company Capital Shares, Company Warrants and Vested Company Options held by all Participating Sellers, as applicable, and which for the purpose of this calculation shall (i) include (A) the amount of Company Indebtedness paid to the Apogee Noteholders and (B) the Purchaser Amount and (ii) exclude the Aggregate DT Consideration, in each case as set out in the Closing Spreadsheet.
Sample 1
Indemnity Pro Rata Portion means, with respect to a Shareholder, the portion equal to (i) the Total Consideration issued to such Shareholder as of the time of the determination of the amount of indemnifiable Losses owed by the Shareholders under Article VI (the “Determination Time”), divided by (ii) the Total Consideration issued to all Shareholders as of that Determination Time.
Sample 1

Related to Indemnity Pro Rata Portion

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Proportionate Percentage means, with respect to any Shareholder as of any given date with respect to an Eligible Offering, the number (expressed as a percentage) obtained by dividing (A) the number of shares of Common Stock owned by such Shareholder as of such date by (B) the total number of shares of Common Stock held by all Shareholders.

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

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • Indemnity Escrow Amount means $3,000,000.

  • Proportionate Share means, with respect to any Lender, the percentage obtained by dividing (a) the sum of the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect.

  • Cumulative Shared-Loss Payments means (i) the aggregate of all of the payments made or payable to the Assuming Bank under the Shared-Loss Agreements minus (ii) the aggregate of all of the payments made or payable to the Receiver under the Shared-Loss Agreements.

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Allocable Share means Allocable Share as that term is defined in the Master Settlement Agreement.

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

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

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • controlling percentage means the ownership of, and the right to vote, stocks possessing at least 50% of the total combined voting power of all classes of Tenant's stock issues, outstanding and permitted to vote for the election of directors;

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Tenant’s Proportionate Share is, subject to the provisions of this Paragraph 3, the percentage number described in Item 4 of the Basic Lease Provisions. Tenant's Proportionate Share represents a fraction, the numerator of which is the number of square feet of Rentable Area in the Premises and the denominator of which is the number of square feet of Rentable Area in the Project, as determined by Landlord pursuant to Subparagraph 2(d) above.

  • Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

  • Sharing Percentage means, with respect to any Member, a percentage, expressed as a fraction the numerator of which is the number of Units held by such Member and the denominator of which is the aggregate number of Units held by all Members.

  • Cumulative Shared-Loss Amount means the excess, if any, of the Cumulative Loss Amount over the First Loss Tranche.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.