Pro Rata Escrow Portion definition

Pro Rata Escrow Portion means the quotient of (i) the Purchase Price Escrow Fund divided by (ii) the Fully Diluted Shares.
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Pro Rata Escrow Portion means with respect to each Escrow Participating Shareholder, the quotient obtained by dividing (i) the aggregate number of Shares held by such Escrow Participating Shareholder by (ii) the aggregate number of Shares held by all such Escrow Participating Shareholders.
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Pro Rata Escrow Portion means the amount of cash and Parent Common Stock an Indemnifying Stockholder contributes to the Escrow Fund, divided by the Escrow Amount.
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Examples of Pro Rata Escrow Portion in a sentence

  • Each distribution made to a Stockholder and an In the Money Optionholder shall be reduced, respectively, by each such Stockholder’s and each such In the Money Optionholder’s Pro Rata Escrow Portion.

  • Such Stockholder and In the Money Optionholder’s right to receive their respective Pro Rata Escrow Portion shall be solely a right of such Stockholder and In the Money Optionholder to receive payments as provided in this §8(d).

  • The Pro Rata Escrow Portion of each Stockholder and In the Money Optionholder shall be as set forth on a schedule delivered by the Target to the Escrow Agent at Closing in a form previously approved by the Escrow Agent and Surviving Corporation (the “Escrow Schedule”).

  • As soon as practicable following the completion of Shareholder Representative’s duties, Shareholder Representative will distribute the balance of the then-remaining funds in the Shareholder Representative Expense Account to the Escrow Participating Shareholders in accordance with each Escrow Participating Shareholder’s Pro Rata Escrow Portion.

  • The Shareholder Representative shall be entitled to reimbursement of all expenses incurred in connection with its duties as Shareholder Representative hereunder from the Stockholders and In the Money Optionholders based on their respective Pro Rata Escrow Portion.

  • Any amount still owed by any such holder for the exercise price of any such option after such offset (including such holder’s Pro Rata Escrow Portion) must be paid to the Company prior to the Effective Time.

  • The Per Share Common Consideration to be received at the Closing by each Common Holder in respect of all of the Common Shares held by such Common Holder immediately prior to the Closing shall, pursuant to Section 1.6(c) and Section 2.2(c)(iii), be reduced by (A) such Common Holder’s Pro Rata Escrow Portion of the Escrow Amounts in respect of such Common Shares, and (B) such Common Holder’s Pro Rata Escrow Portion of the Securityholder Expense Amount in respect of such Common Shares.

  • At such time, Parent shall be deemed to have (i) deposited into the Escrow Fund (A) each Company Stockholder’s Pro Rata Escrow Portion of the Escrow Amount,and (B) each Executive Transaction Bonus Recipient’s Pro Rata Escrow Portion of the Escrow Amount, in each case rounded to the nearest cent, and (ii) into the Executive Escrow Fund, each Company Stockholder’s Pro Rata Executive Escrow Portion of the Executive Escrow Amount.

  • Such Pro Rata Escrow Portion for each Stockholder and In the Money Optionholder shall be deposited by Surviving Corporation as, for this purpose, agent of each such Stockholder or In the Money Optionholder, who shall thereupon, without any act by them, be treated as having received from Surviving Corporation under §2(c)(iv)(F) hereof each such Stockholder and In the Money Optionholder’s Pro Rata Escrow Portion and then as having deposited such Pro Rata Escrow Portion into the Escrow Fund.

  • As provided in §2(c)(iv)(F), at Closing Buyer shall cause Surviving Corporation to, deposit with the Escrow Agent each Stockholder’s and each In the Money Optionholder’s Pro Rata Escrow Portion in cash.


More Definitions of Pro Rata Escrow Portion

Pro Rata Escrow Portion means, with respect to each Company Stockholder or former Company Stockholder (including Company Stockholders holding shares of Company Common Stock issued or deemed to have been issued upon all exercises and deemed exercises of Company Options and Company Warrants prior to the Effective Time, including pursuant to Sections 5.14 and 5.18), the quotient obtained by dividing (x) the number of shares of Company Capital Stock held or deemed to be held by such Company Stockholder or former Company Stockholder immediately prior to the Effective Time (other than any such shares that constitute Dissenting Shares), by (y) the number of Total Non-Dissenting Shares. To the extent that following the Effective Time, any Dissenting Shares cease to be Dissenting Shares, the Pro Rata Escrow Portions of the respective former Company Stockholders shall be appropriately adjusted as set forth in Section 7.3(c) hereof.
Sample 1
Pro Rata Escrow Portion means, (i) with respect to each Indemnifying Party holding shares of Company Junior Preferred Stock immediately prior to the Effective Time, a percentage equal to the quotient of (x) the aggregate amount of the Aggregate Junior Preferred Consideration receivable by such Indemnifying Party pursuant to Section 1.7(b) hereof, divided by (y) the sum of (A) the aggregate amount of Aggregate Junior Preferred Consideration receivable by all Indemnifying Parties pursuant to Section 1.7(b) hereof and (B) the aggregate amount of all Executive Transaction Bonuses, and (ii) with respect to each Indemnifying Party receiving an Executive Transaction Bonus, a percentage equal to the quotient of (x) the amount of the Executive Transaction Bonus receivable by such Indemnifying Party, divided by (y) the sum of (A) the aggregate amount of Aggregate Junior Preferred Consideration receivable by all Indemnifying Parties pursuant to Section 1.7(b) hereof and (B) the aggregate amount of all Executive Transaction Bonuses.
Sample 1
Pro Rata Escrow Portion means, with respect to each Securityholder, the quotient obtained by dividing (x) in the case of a Common Holder, the number of Common Shares held by such Common Holder, and in the case of a Common Warrant Holder, the number of Common Warrant Shares issuable pursuant to such Common Warrant Holder’s Common Warrant(s) by (y) the sum of (i) the number of Common Shares held by all Common Holders party to this Agreement (including Joining Common Holders) plus (ii) the aggregate number of Common Warrant Shares held by all Common Warrant Holders. For the avoidance of doubt, the aggregate Pro Rata Escrow Portion shall always equal one hundred percent (100%). “Pro Rata Portion” means, with respect to each Seller (and Award Recipient), the quotient obtained by dividing (x) the aggregate Consideration Received by such Seller pursuant to this Agreement plus the Incentive Bonus Payment received by any Award Recipient, by (y) the sum of the aggregate Consideration Received by all Sellers pursuant to this Agreement plus the aggregate Incentive Bonus Payments received by all Award Participants. For the avoidance of doubt, the aggregate Pro Rata Portion shall always equal one hundred percent (100%). “Purchase Price” means an amount in cash equal to the sum of: (a) Three Hundred and Ten Million Dollars ($310,000,000) (the “Enterprise Value”); plus or minus (b) the Estimated Purchase Price Adjustment; minus (c) the Indebtedness; minus (d) the Incentive Bonus Payments; minus (e) the Selling Expenses; plus (f) the aggregate exercise prices of all of the Common Warrant Shares and the aggregate exercise prices of all of the Preferred Warrant Shares (the sum of the foregoing clauses (a) through (f), the “Initial Aggregate Purchase Price”). The Initial Aggregate Purchase Price shall be subject to further adjustment pursuant to Section 1.8 (as finally adjusted, the “Aggregate Purchase Price”). “Purchaser” is defined in the Preamble of this Agreement. “Purchaser Fundamental Representations” means the representations and warranties contained in Section 5.1 (Corporate Organization), Section 5.2 (Authority and Validity), Section 5.4 (Investment Intention), Section 5.5 (Financial Capability; Solvency), Section 5.6 (Brokers), Section 5.7 (Litigation) and Section 5.8 (Inspection; No Other Representations). “Purchaser Indemnified Parties” is defined in Section 8.2(a) of this Agreement. “Purchaser Prepared Pre-Closing Returns” is defined in Section 6.4(c) of this Agreement “Purchaser Termin...
Sample 1
Pro Rata Escrow Portion means, with respect to each Stockholder and In the Money Optionholder, the product determined by multiplying the Escrow Amount by a fraction, (i) the numerator of which is the Stockholder’s or In the Money Optionholder’s number of shares of Common Stock Deemed Outstanding immediately prior to the Effective Time, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding immediately prior to the Effective Time (excluding any Dissenting Shares).
Sample 1
Pro Rata Escrow Portion means, with respect to each Shareholder, an amount equal to the quotient obtained by dividing (A) the amount of cash issuable pursuant to Section 1.6(b) hereof in respect of the shares of Company Capital Stock owned by such Shareholder as of the Effective Time, divided by (B) the aggregate amount of cash issuable to all Shareholders pursuant to Section 1.6(b) hereof in respect of shares of Company Capital Stock as of the Effective Time.
Sample 1

Related to Pro Rata Escrow Portion

  • 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.

  • 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.

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

  • 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:

  • 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.

  • Ratable Portion means, with respect to any Note, an amount equal to the product of (a) the amount equal to the net proceeds being so applied to the prepayment of Senior Indebtedness in accordance with Section 10.3(b), multiplied by (b) a fraction, the numerator of which is the outstanding principal amount of such Note, and the denominator of which is the aggregate principal amount of Senior Indebtedness of the Company and its Subsidiaries being prepaid pursuant to Section 10.3(b).

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

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • 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).

  • 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.

  • Applicable Portion means, with respect to any holder of shares of Preferred Stock, a number of shares of Preferred Stock calculated by multiplying the aggregate number of shares of Preferred Stock held by such holder immediately prior to a Qualified Financing by a fraction, the numerator of which is equal to the amount, if positive, by which such holder’s Pro Rata Amount exceeds the number of Offered Securities actually purchased by such holder in such Qualified Financing, and the denominator of which is equal to such holder’s Pro Rata Amount.

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

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

  • Pro Rata Percentage of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

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

  • 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.

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

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

  • 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.

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

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

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations 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 all of the Loan Parties 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 hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such 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 payment; and (c) “Contribution Share” shall mean, 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.

  • Allocable Excess Proceeds will mean the product of:

  • Working Capital Escrow Amount means $500,000.

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

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