Per Share Escrow Contribution definition

Per Share Escrow Contribution means an amount equal to the quotient of (a) the Escrow Amount, divided by (b) the Fully Diluted Common Number.
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Per Share Escrow Contribution means an amount equal to the quotient of (a) the Escrow Amount divided by (b) the sum of (i) the Fully Diluted Common Number plus (ii) the Cash Election Share Amount.
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Per Share Escrow Contribution means an amount equal to the quotient of (i) the sum of (A) the Indemnity Escrow Amount, (B) the Tax Escrow Amount and (C) the Stockholder Representative Expense Amount, divided by (ii) the sum of (W) the number of shares of Company Common Stock issued and outstanding, plus (X) the number of shares of Company Restricted Stock issued and outstanding, plus (Y) the number of shares of Company Preferred Stock issued and outstanding, plus (Z) the number of shares of Company Common Stock underlying all outstanding Vested Company Options, in each case as of immediately prior to the Effective Time.
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Examples of Per Share Escrow Contribution in a sentence

  • Clause (A) of Section 2.5(a) of the Agreement is hereby amended and restated in its entirety to read as follows: “an amount in cash equal to the aggregate cash portion of the Per Share Escrow Contribution Amount (as determined pursuant to Section 2.3(b)) in respect of all shares of Company Capital Stock held by the Non-Dissenting Stockholders and all shares of Company Common Stock subject to Company Options held by the Indemnifying Optionholders (the “Escrow Cash”) and”.

  • The portion of the Indemnity Escrow Amount, the Tax Escrow Amount and the Stockholder Representative Expense Amount contributed on behalf of each Indemnifying Holder shall equal the aggregate Per Share Escrow Contribution of such Indemnifying Holder and shall be set forth on the Allocation Certificate.


More Definitions of Per Share Escrow Contribution

Per Share Escrow Contribution is defined in Section 3.5(c).
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Per Share Escrow Contribution means an amount equal to the Escrow Amount divided by the total number of Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.1(b)).
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Related to Per Share Escrow Contribution

  • 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 Loan Parties 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 Loan Parties) of the Loan Parties 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 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Adjustment Escrow Amount means $1,000,000.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

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

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Indemnity Escrow Amount means $5,000,000.

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Annual Contribution means the annual payment to the Fund made by each Member in return for Coverage by the Fund for a Fund Year;

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • 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.

  • Member contribution means a contribution under regulation 32;

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Escrow Cash is defined in Section 4.1(a).

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • 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.

  • Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.