Pro Rata Escrow Portion definition

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 quotient of (i) the Purchase Price Escrow Fund divided by (ii) the Fully Diluted Shares.

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

Examples of Pro Rata Escrow Portion in a sentence

• 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.

• 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).

• 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.

• 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.

• 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.

• For tax reporting and withholding purposes, each Shareholder shall be treated as having received and contributed to the Escrow Fund income earned on such Shareholder’s Pro Rata Escrow Portion of the Escrow Fund, and shall be liable and responsible for any Taxes due with respect to such income.

• 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.

• 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.

• Parent shall be deemed to have contributed on behalf of each Shareholder such Shareholder’s Pro Rata Escrow Portion of the Escrow Amount to the Escrow Fund, rounded to the nearest cent (with amounts $0.005 and greater rounded up).

• 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”).

More Definitions of Pro Rata Escrow Portion

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.

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.

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.

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.

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).