Indemnity Pro Rata Share definition

Indemnity Pro Rata Share means with respect to each Selling Shareholder Indemnifying Party the quotient obtained by dividing: (w) the portion of the Aggregate Consideration payable to such Indemnifying Party under this Agreement for Company Shares held by such Indemnifying Party, by (x) the Aggregate Consideration.

Indemnity Pro Rata Share means, for each Securityholder, a percentage equal to (i) the aggregate amount of Merger Consideration actually paid to such Securityholder divided by (ii) the aggregate amount of Merger Consideration actually paid to all Securityholders.

Indemnity Pro Rata Share means, with respect to each Indemnifying Holder, (i) the aggregate consideration payable to such Indemnifying Holder pursuant to this Agreement, divided by (ii) the aggregate consideration payable pursuant to this Agreement to the Indemnifying Holders.

Examples of Indemnity Pro Rata Share in a sentence

• The applicable Escrow Fund will be deducted from the applicable portion of the Effective Closing Consideration attributed to the applicable Selling Shareholder Indemnifying Parties based on the respective Indemnity Pro Rata Share of such Indemnifying Parties out of the total amount of the Escrow Fund and deposited in the applicable Escrow Fund.

• The applicable Escrow Fund will be deducted from the applicable portion of the Aggregate Consideration attributed to the relevant Indemnifying Persons based on the respective Indemnity Pro Rata Share of such Indemnifying Person out of the total amount of the Escrow Fund and deposited in the applicable Escrow Fund.

• Any such Securityholder Representative Expenses may be recovered at the election of the Securityholder Representative, at any time from: (i) the Expense Fund; (ii) the Escrow Fund, at such time as remaining amounts would otherwise be distributable to the Indemnifying Holders and to the extent any funds remain in such fund; or (iii) from the Indemnifying Holders directly according to the Indemnity Pro Rata Share of each Indemnifying Holder.

• Without derogating from the provisions of Mr. David's Lock-Up Agreement, Mr. David's Consideration Shares, excluding Mr. David's equity portion of his Indemnity Pro Rata Share, shall be heldback by the Parent (“Holdback Shares”), and the sale or transfer thereof shall be restricted for a period of up to thirty six (36) months, in accordance with and subject to the terms of, the Holdback Agreement, the terms of which shall be substantially in the form attached hereto as Exhibit J (the “Holdback Agreement”).

• Only after the expiration of the Escrow Period, and provided that no amount remains in the Escrow Fund, then within forty-five (45) Business Days following the delivery of such Response Notice to Purchaser Indemnified Party, the Indemnifying Persons shall pay the Claimed Amount or the Agreed Amount, as the case may be, to the Purchaser Indemnified Party, in each case subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share.

More Definitions of Indemnity Pro Rata Share

Indemnity Pro Rata Share means, with respect to each Seller, the percentage amount obtained by dividing (i) the aggregate Merger Consideration paid or, with respect to Contingent Payments, payable to such Seller under this Option Agreement, by (ii) the aggregate Merger Consideration paid or, with respect to Contingent Payments, payable to all Sellers under this Option Agreement, in each case prior to any deductions.

Indemnity Pro Rata Share means with respect to each Indemnifying Person the quotient obtained by dividing: (w) the portion of the Aggregate Consideration payable to such Indemnifying Person under this Agreement for Company Shares held by such Indemnifying Person as of the Closing, by the result of (x) (i) the Aggregate Consideration minus (ii) the Secondary Consideration (in each case giving no effect to any withholdings pursuant to Section 2.10 or to any indemnification obligation pursuant to Article X).

Indemnity Pro Rata Share means, with respect to each Seller, its Non-Founder Seller Pro-Rata Share or Founder Pro-Rata Share, as applicable of the Indemnity Holdback Amount.

Indemnity Pro Rata Share means, with respect any Effective Time Holder, (x) the amount of cash such Effective Time Holder is entitled to receive pursuant to this Agreement with respect to such Effective Time Holder’s Company Capital Stock (other than Dissenting Shares), Vested Company Options and Warrants (assuming that Aggregate Escrow Cash and Expense Cash are fully utilized such that no amount of Aggregate Escrow Cash or Expense Cash is paid to the applicable Effective Time Holders), relative to (y) Total Merger Consideration payable to the Effective Time Holders for such equity securities minus the Aggregate Escrow Cash minus the Expense Cash.

Indemnity Pro Rata Share means, with respect to each Seller Indemnifying Party, a fraction, the numerator of which is the sum of the aggregate amount of cash, shares of Parent Common Stock (each valued at the Parent Effective Date Share Value) and Converted Vested Options (each valued at the Parent Effective Date Share Value minus the applicable exercise price for such Converted Vested Option after such conversion) that such Seller Indemnifying Party is entitled to be paid or issued pursuant to Section 2.7, Section 2.9(a) and Section 2.10 and the denominator of which is the aggregate amount of cash, shares of Parent Common Stock (each valued at the Parent Effective Date Share Value) and Converted Vested Options (each valued at the Parent Closing Share Value minus the applicable exercise price for such Converted Vested Option after such conversion) that all Seller Indemnifying Parties are entitled to be paid or issued pursuant to Section 2.7, Section 2.9(a) and Section 2.10 as set forth in the Merger Consideration Schedule.

Indemnity Pro Rata Share means with respect to each Escrowed Holder the quotient obtained by dividing: (a) the aggregate portion of the Net Aggregate Consideration payable to such Escrowed Holder under this Agreement with respect to shares of Company Capital Stock and Company Stock Options held by such Escrowed Holder as of the First Effective Time, by (b) the Net Aggregate Consideration payable to all of the Escrowed Holders with respect to all shares of Company Capital Stock and Company Stock Options held by such Escrowed Holders as of the First Effective Time (in each case giving no effect to any withholdings pursuant to Section 3.9 and any indemnification obligation pursuant to Article X).

Indemnity Pro Rata Share means, with respect to any Company Stockholder, the quotient (expressed as a percentage) obtained by dividing (a) the number of shares of Company Common Stock represented by all shares of Company Capital Stock (including for purposes of this calculation any shares issuable upon the exercise of Company Warrants) held by such Company Stockholder as of immediately prior to the Effective Time, on an as-converted-to-Company Common Stock basis (as applicable), by (b) the number of Fully Diluted Common Shares (excluding for purposes of this calculation, all shares of Company Capital Stock issuable upon exercise of Company Options, whether vested or unvested, as of immediately prior to the Effective Time).