Pro Rata Escrow Share definition

Pro Rata Escrow Share means, with respect to any Securityholder, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate portion of the Aggregate Cash Consideration Value payable to such Securityholder in respect of shares of Company Capital Stock, Company Warrants and Company Options, by (b) the aggregate portion of the Aggregate Cash Consideration Value payable to all Securityholders in respect of shares of Company Capital Stock, Company Warrants and Company Options, as set forth in the Consideration Spreadsheet; provided that the sum of all Pro Rata Escrow Shares shall equal 100% at all times.
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Pro Rata Escrow Share means the quotient obtained by dividing (i) the amount of the Merger Consideration payable hereunder to a Stockholder (excluding for purposes of this definition, any Merger Consideration payable to such Stockholder in respect of Company Series D Stock) by (ii) the total amount of the Merger Consideration payable hereunder to all Stockholders (excluding for purposes of this definition, any Merger Consideration payable to the Stockholders in respect of Company Series D Stock). “Pro Rata Share” means the quotient obtained by dividing (i) the amount of the Merger Consideration payable hereunder to a Stockholder by (ii) the total amount of the Merger Consideration payable hereunder to all Stockholders. “Process” or “Processing” has the meaning given in Section 2.17(a). “Purchase Rights” has the meaning given in Section 2.2(b). “Representative” has the meaning given in Section 4.6(a). “Representative Losses” has the meaning given in Section 12.15(d). “Required Consents” means the Consents and notices listed on Schedule 1.1(C). “Restricted Stock” means the unvested portion of the award of Common Stock to Xxxxxx Xxxx, which portion is subject to forfeiture or repurchase pursuant to a Company Equity Plan. “SEC” has the meaning given in Section 4.14. “Securityholders” means, collectively, the Stockholders, and the holders of In-the-Money Company Options, in each case, as of immediately prior to the Effective Time. “Signing Disk” has the meaning given in Section 4.12. “Stockholder Agreement” means that certain stockholder agreement entering into between the Key Stockholders and Buyer, dated as of the Agreement Date. “Stockholder Approval” has the meaning given in Section 4.3(a). “Stockholder Closing Agreements” means the Stockholder Agreement and the Transmittal Letters. “Stockholder Representative” means the person or persons appointed as the Stockholder Representative from time to time pursuant to Section 12.15(a). “Stockholders” means the holders of the Company Stock or, following the Effective Time, the holders of the Company Stock immediately before the Effective Time. 12
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Pro Rata Escrow Share means, for each Participating Common Holder,
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Examples of Pro Rata Escrow Share in a sentence

  • The fees and expenses of the Independent Accountant shall initially be borne fifty percent (50%) by the Stockholders based on their respective Pro Rata Escrow Share and fifty percent (50%) by the Buyer; provided that upon resolution of the dispute by the Independent Accountant, the prevailing party, if any, shall be entitled to be reimbursed in proportion to the amount by which the other party’s determinations of the items in dispute differed from the amount determined by the Independent Accountant.


More Definitions of Pro Rata Escrow Share

Pro Rata Escrow Share means a percentage determined by dividing the amount of the Merger Consideration to which a Company Securityholder is entitled after the adjustment pursuant to Section 2.14, as the case may be, by the Merger Consideration to which all Company Securityholders are entitled after the adjustment pursuant to Section 2.14, as the case may be.
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Pro Rata Escrow Share means, with respect to each Stockholder, the percentage obtained by dividing (i) the sum of such Securityholder’s shares of Company Stock by (ii) the Fully Diluted Shares.
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Pro Rata Escrow Share has the meaning given it in Section 3.1(d).
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Pro Rata Escrow Share means, for each Participating Common Holder, $2.4 million multiplied by such Participating Common Holder's Pro Rata Share.
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Pro Rata Escrow Share means, with respect to (a) a Company Stockholder or holder of an outstanding In-the-Money Company Option or In-the-Money Company Warrant immediately prior to the Merger, a fraction, (i) the numerator of which is the value of the Aggregate Merger Consideration payable to such holder pursuant to this Agreement and (ii) the denominator of which is the value of the sum of the Aggregate Merger Consideration payable to all Company Stockholders and all holders of outstanding In-the-Money Company Options or In-the-Money Company Warrants pursuant to this Agreement plus the MBP Aggregate Amount (such denominator defined as the “Pro Rata Escrow Share Denominator”) and (b) an MBP Participant, a fraction, (i) the numerator of which is the value of such MBP Participant’s allocable portion (without giving effect to any deferral payouts set forth in any offer letters or other Contract entered into by and between the MBP Participant and Parent or an Affiliate of Parent) of the MBP Aggregate Amount payable to such holder pursuant to the Management Bonus Plan and (ii) the denominator of which is the Pro Rata Escrow Share Denominator (in all cases without taking into account the deduction of any portion of the Indemnity Escrow Fund to be deposited with the Escrow Agent, or the Equityholder Representative Expense Fund to be deposited with the Equityholder Representative, on behalf of such Persons pursuant to this Agreement).
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Pro Rata Escrow Share means, with respect any Company Securityholder, the fraction having (i) a numerator equal to the aggregate Per Share Escrow Contribution Amount contributed by such Person, and (ii) a denominator equal to the Escrow Amount.
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Related to Pro Rata Escrow Share

  • 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 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.

  • 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.

  • 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 Share means Allocable Share as that term is defined in the Master Settlement Agreement.

  • 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.

  • 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).

  • 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.

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

  • 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).

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

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

  • CAM Percentage means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

  • Adjustment 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 remaining interest or other amounts earned thereon.

  • Commitment Percentage is set forth in Schedule 1.1, as amended from time to time.