Pro Rata Indemnity Portion means, as of any date of calculation, (a) in the case of each Company Securityholder, a fraction, expressed as a percentage, (i) the numerator of which is the portion of the Merger Consideration which such Company Securityholder has received (or is entitled to receive) as of such date in connection with the Merger pursuant to this Agreement (expressed as a single dollar amount), and (ii) the denominator of which is the aggregate Merger Consideration that all Company Securityholders have received (or are entitled to receive) as of such date in connection with the Merger pursuant to this Agreement (expressed as a single dollar amount) and (b) in the case of the Company, 100%.
Pro Rata Indemnity Portion means, including, for purposes of determining an Indemnifying Securityholder’s obligations with respect to (a) the Downward Adjustment Amount pursuant to Section 2.11(b), or (b) any Losses payable to the Indemnified Parties pursuant to Article IX:
Pro Rata Indemnity Portion means, (a) 25% with respect to Management Seller, and (b) 75% with respect to PEI. “Real Property” is defined in Section 3.11(c).
Examples of Pro Rata Indemnity Portion in a sentence
If the Final Base Purchase Price is less than the Estimated Base Purchase Price, then the Sellers shall, on a several basis (determined on their Pro-Rata Indemnity Portion), pay the amount of such shortfall to Boxlight.
More Definitions of Pro Rata Indemnity Portion
Pro Rata Indemnity Portion shall with respect to each Member (i) the portion of the Aggregate Consideration payable to such Member in connection with this Agreement divided by (ii) the Aggregate Consideration payable to all Members in connection with this Agreement. 65. “Pro Rata Ordinary Payment Portion” shall mean 50% with respect to WHL Advisors, Inc., and 50% with respect to Qavah Ventures, LLC. 66. “Registered IP” shall mean all Intellectual Property Rights that are registered, filed, or issued under the authority of, with or by any Governmental Entity, including all patents, registered copyrights, and registered trade-marks, business names, domain names, and social media handles and all applications for any of the foregoing. 67. “Related Agreements” shall mean the Confidential Disclosure Agreement, the Key Employee Employment Agreements, the Payoff Letters, the Escrow Agreement, the Noncompetition Agreements, the Company Certificate, the Company Authorization Certificate, the Investor Questionnaires, the Market Restriction Agreements, the Member Parties’ Certificate, and all other agreements and certificates entered into by the Company or any of the Members in connection with the transactions contemplated herein. 68. “Related Party” shall mean any current or former Member Party, Employee, officer or director of the Company or any of its respective Subsidiaries, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act). 69. “Representative” with respect to any Person, means such Person’s Affiliates, directors, officers, employees, shareholders, members, agents or other representatives. 70. “Securities Act” shall mean the Securities Act of 1933, as amended. 71. “Social Media Platform” shall mean any social media-related service, application, application programming interface (API), or platform, including any provided by Facebook, Inc., Twitter Inc., Google Inc., LinkedIn Corporation or any of their respective Affiliates. 72. “Subsidiary” shall mean, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party, corporation or organization or b...
Pro Rata Indemnity Portion means, with respect to each Stockholder, a percentage equal to the quotient of (a) the aggregate value of the consideration payable to such Stockholder (including with respect to any Company Warrants held by such Stockholder) pursuant to this Agreement and the Contribution and Exchange Agreement, as set forth on the Closing Consideration Schedule divided by (b) aggregate value of the consideration payable to all Stockholders (including with respect to the Company Warrants held by the Stockholders) pursuant Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. to this Agreement and the Contribution and Exchange Agreement, as set forth on the Closing Consideration Schedule; provided that shares of Company Stock deemed issued upon the exercise of In-the-Money Options or deemed subject to Option Award Promises shall be excluded in determining the applicable Stockholders’ respective Pro Rata Indemnity Portions.
Pro Rata Indemnity Portion means, (a) 25% with respect to Management Seller, and (b) 75% with respect to PEI.
Pro Rata Indemnity Portion means, at any time (including, for purposes of determining an Stockholder’s obligations with respect to any Damages payable to the Indemnitees pursuant to Section 9 not otherwise recoverable from the Escrow Fund), with respect to each Stockholder, the quotient determined by dividing:
Pro Rata Indemnity Portion means, with respect to each Indemnifying Party, a percentage equal to the quotient of (x) the aggregate amount of Closing Cash Consideration receivable by such Indemnifying Party pursuant to Section 1.7(b) hereof, divided by (y) the aggregate amount of Closing Cash Consideration receivable by all Indemnifying Parties pursuant to Section 1.7(b) hereof.