Pro Rata Cash Portion definition

Pro Rata Cash Portion means the quotient of (i) the Total Cash Consideration divided by (ii) the Total Consideration.
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Pro Rata Cash Portion means an amount equal to the product of (i) the Option Exchange Ratio and (ii) the Per Share Cash Consideration (as adjusted pursuant to Section 1.5(d)).
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Pro Rata Cash Portion means, with respect to any Privateer Stockholder, the amount of cash equal to the product of (i) the Cash Merger Consideration, less the Aggregate Cash Option Consideration, multiplied by (ii) such holder’s Pro Rata Consideration Ratio; provided that the Pro Rata Cash Portion with respect to any Privateer Stockholder shall not exceed the amount of cash equal to the product of (A) the Offering Price, multiplied by (B) the number of shares equal to the product of (1) such holder’s Pro Rata Consideration Ratio, multiplied by (2) the Total Merger Consideration, (3) less in the case of a Founder, the number of shares of Tilray Class 1 Common Stock allocated to such Founder pursuant to subsection (a) of the definition of the Privateer Allocation.
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More Definitions of Pro Rata Cash Portion

Pro Rata Cash Portion means, as to any stockholder, that number equal to the fraction (a) having a numerator equal to the aggregate Series B-1 Cash Consideration or Series C Cash Consideration, as applicable, owing to such stockholder pursuant to Sections 2.1(b)(i)(B) or (D), as applicable, and (b) having a denominator equal to 3,000,000 less any Additional Fees (as defined in Section 9.3 of this Agreement). The Escrow Shares shall be held in escrow and registered in the names of the Stock Consideration Stockholders in accordance with each such stockholder's Pro Rata Stock Portion (as defined below). The "Pro Rata Stock Portion" shall mean, as to any stockholder, that number of shares equal to the fraction (a) having a numerator equal to the aggregate number of shares of BSQUARE Capital Stock issuable to such stockholder pursuant to Sections 2.1(b)(i)(A), (B), (C) or (D), as applicable and (b) having a denominator equal to the Total Consideration Shares. The Escrow Cash and Escrow Shares (collectively, the "Escrow Funds") deposited into escrow pursuant to this Section 2.2 shall be held and applied pursuant to the provisions of an escrow agreement in the form attached hereto as Exhibit A (the "Escrow Agreement") to be executed pursuant to Section 7.5 of this Agreement. The Escrow Funds shall be maintained in escrow for the purpose of satisfying claims brought pursuant to Article X of this Agreement and for the period of time set forth in Article X and the Escrow Agreement. No contribution to the escrow shall be made in respect of any InfoGation Options. All calculations to determine the number of Escrow Shares to be delivered by each Stock Consideration Stockholder into escrow shall be rounded down to the nearest whole share. Any shares of BSQUARE Common Stock issued by reason of any reclassification, stock split, stock dividend or stock combination of the Escrow Shares shall be deposited into escrow and held as Escrow Funds hereunder.
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Related to Pro Rata Cash Portion

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).