Pro Rata Escrow Amount definition

Pro Rata Escrow Amount means, at any time of determination and with respect to any Schedule D Person, the amount that would be distributed to such Schedule D Person assuming the aggregate amount then in the Escrow Account were distributed to the Schedule D Persons pro rata in accordance with their respective percentages set forth on Schedule D.
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Pro Rata Escrow Amount means, (a) with respect to each Seller that is not a Participating Bonus Plan Participant, such Seller’s Purchase Price Allocation multiplied by an amount equal to (i) the Escrow Amount minus (ii) the aggregate amount of the Participating Bonus Amounts and (b), with respect to each Seller that is a Participating Bonus Plan Participant, such Person’s Participating Bonus Amount.
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Pro Rata Escrow Amount means an amount per share of Company Stock payable pursuant to the Escrow Agreement equal to (i) the residual amount of the Escrowed Funds (less the Wachovia Escrow Payment, the ACS Escrow Payment, any fees, expenses and other amounts due to the Escrow Agent or the Stockholder Representative, any other transaction fees and expenses of the Company or any of its stockholders related to the Merger and the transactions contemplated hereby, any amounts that Parent reasonably determines are required to be withheld under the Code or any Tax Law from such payments with respect to wages and the amount of the employer’s share of Taxes that Parent reasonably determines are required to be paid with respect to such wages) divided by (ii) the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including the Purchased Shares), plus the aggregate number of vested Company Stock Options outstanding immediately prior to the Effective Time (including any such Company Stock Options which are terminated pursuant to Option Termination Agreements and including any such Company Stock Options which are exercised pursuant to Option Exercise Agreements), in each case giving effect to any acceleration of vesting which shall occur as a result of the Merger.
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Examples of Pro Rata Escrow Amount in a sentence

  • Following the consummation of any Lazard Purchase, any amounts of a related Lazard Escrow Release withheld from the Ltd Exchanging Subsidiaries pursuant to the immediately preceding sentence shall be distributed to the Trust in accordance with this Agreement and the Escrow Agreement, and, for the purposes of this Agreement, any such amount withheld shall be deemed a Lazard Escrow Release for the purposes of Section 3.04(e) and the definition of Hypothetical Pro Rata Escrow Amount.

  • With respect to any such Specified Transactional Expense that is a Transaction Bonus, such amount shall be paid net of the amounts that Target is required to withhold with respect to the payment of such compensation under the Code and the rules and regulations promulgated thereunder, or under any provision of any other Tax Law and shall be paid net of the Transaction Bonus Pro Rata Escrow Amount applicable to such Transaction Bonus.

  • For the avoidance of doubt, except as otherwise set forth in Sections 10.06(a), (b) and (c), no Seller’s obligations under this Article X shall exceed such Seller’s Pro Rata Escrow Amount.


More Definitions of Pro Rata Escrow Amount

Pro Rata Escrow Amount means, with respect to each Cash Recipient, an amount equal to (i) the Escrow Deposit multiplied by (ii) such Cash Recipient’s percentage of the total Completion Cash Consideration.
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Pro Rata Escrow Amount means $6,850,000.
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Related to Pro Rata Escrow Amount

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

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

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

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

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

  • Working Capital Escrow Amount means $2,000,000.

  • 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 interest or other amounts earned thereon.

  • 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.

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

  • Allocated Amount has the meaning set forth in Section 2.6 hereof.

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

  • 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.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

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

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Allocation Amount means, as of the Closing Date, the Series 2023-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2023-1 Stated Principal Amount resulting from the issuance of additional Series 2023-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2023-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding DollarPrincipal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Participation Amount as defined in Section 3.4(b).

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Declined Amounts has the meaning specified in Section 2.05(c).

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

  • Declined Amount as defined in Section 2.12(e).

  • Pre-Funded Amount With respect to any date of determination, the amount on deposit in the Pre-Funding Account.