Pro Rata Indemnity Share definition

Pro Rata Indemnity Share means, with respect to any Company Equityholder that has executed and delivered a Stockholder Agreement, Option Surrender Agreement or Indemnification Acknowledgement, a fraction, (a) the numerator of which is the portion of the Aggregate Closing Consideration payable with respect to the shares of Company Stock or Company Options held by such Company Equityholder (prior to adjustment for the Escrow Amount) and (b) the denominator of which is the Aggregate Closing Consideration (prior to adjustment for the Escrow Amount) payable with respect to all shares of Company Stock or Company Options held by Company Equityholders that have executed and delivered a Stockholder Agreement, Option Surrender Agreement or Indemnification Acknowledgement.

Pro Rata Indemnity Share means, with respect to any Equityholder, the percentage set forth opposite such Equityholder’s name in the Allocation Schedule in the column entitled “Pro Rata Indemnity Share.”

Pro Rata Indemnity Share means, with respect to each Seller, the fraction determined by dividing (a) the sum of (i) the number of shares of Common Stock held by such Seller as of immediately prior to the Closing, plus (ii) the number of shares of Common Stock issuable in respect of all outstanding vested Options, if any, held by such Seller immediately prior to the Closing, by (b) the sum of (A) the number of shares of Common Stock held by all Sellers as of immediately prior to the Closing, plus (B) the number of shares of Common Stock issuable in respect of all vested Options held by Sellers immediately prior to the Closing.

Examples of Pro Rata Indemnity Share in a sentence

• Subject to the proviso set forth in the last sentence of this Section, no Equityholder shall be liable for more than such Equityholder’s Pro Rata Indemnity Share of any Damages indemnifiable to the Parent Indemnified Parties hereunder.

• Lock Delay: indicates the duration for the IFACE terminal to place the electric lock in open state.

• Subject to the Aggregate Liability Cap expressed in Section 10.2(a) above, if the Escrow Shares remaining in escrow on the date a Claim Notice (as defined below) is sent to the Escrow Agent, valued as provided herein, are insufficient to satisfy the indemnity obligation hereunder, each Target Shareholder shall be severally and not jointly liable for the amount of its Pro Rata Indemnity Share of the remaining deficiency.

• Additionally, if the Company Stockholders’ Representative incurs expenses, in its capacity as the Company Stockholders’ Representative, then the Company Securityholders shall, in accordance with their respective Pro Rata Indemnity Share, reimburse the Company Stockholders’ Representative for the the total expenses incurred by the Company Stockholders’ Representative.

• Except with respect to claims based on Fraud, the maximum aggregate indemnification liability of Seller and the Purchase Price Beneficiaries, on the one hand, and of Buyer, on the other hand, under this Agreement shall not exceed the Purchase Price, provided, however, that the maximum indemnification liability of each Purchase Price Beneficiary shall not exceed such Purchase Price Beneficiary’s Pro Rata Indemnity Share of the Indemnifiable Loss.

• It is understood that no Indemnitor shall be liable for Damages pursuant to S ection 11.2(a) or other amounts payable by the Indemnitors pursuant to S ection 1.7 in excess of such Indemnitor’s Pro Rata Indemnity Share of such Damages or such other amounts payable by the Indemnitors, except to the extent such Damages arise out of or result from fraud with respect to which such Indemnitor committed or instructed or directed another Person to commit.

• In the event of any indemnification hereunder, upon written notice from the Company Stockholders’ Representative to the Company Securityholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Company Securityholders shall promptly deliver to the Company Stockholders’ Representative full payment of his, her or its ratable share of the amount of such deficiency (based on such Company Stockholder’s Pro Rata Indemnity Share).

• For the avoidance of doubt, the Representative shall be entitled, from time to time, to submit an updated Distribution Waterfall to Parent in connection with the payment of any Deferred Payment to reflect actual amounts payable to each Equityholder, Bonus Recipient and Convertible Noteholder; provided, however, that no such update shall change the Pro Rata Indemnity Share or the Pro Rata Deferred Payment Share of any Equityholder, Bonus Recipient or Convertible Noteholder.

More Definitions of Pro Rata Indemnity Share

Pro Rata Indemnity Share means, with respect to any Indemnitor other than any Non-Contributing Option Indemnitor in their capacity as the holder of Outstanding Options, such Indemnitor’s Pro Rata Share; provided that Pro Rata Share shall be calculated for purposes of the Pro Rata Indemnity Share without reference to consideration in respect of Outstanding Options held by Non-Contributing Option Indemnitors in either the numerator or the denominator.

Pro Rata Indemnity Share means, with respect to each Stockholder and Convertible Noteholder, the percentage set forth opposite such Stockholder’s and Convertible Noteholder’s name under the caption “Pro Rata Indemnity Share” in the Distribution Waterfall.

Pro Rata Indemnity Share means, with respect any Company Securityholder, the fraction having (i) a numerator equal to the aggregate amount of Merger Consideration that such Person is entitled to receive pursuant to Section 2.1(c), Section 2.1(e) and Section 2.2(a) (including amounts to be contributed to the Escrow Fund and Expense Fund by a Company Securityholder but excluding the Series B Preference Amount received by a Company Securityholder) and (ii) a denominator equal to the aggregate amount of Merger Consideration that all Company Securityholders are entitled to receive pursuant to Section 2.1(c), Section 2.1(e) and Section 2.2(a) (including amounts to be contributed to the Escrow Fund and Expense Fund but excluding the Series B Aggregate Preference Amount); provided, that if the Company Securityholders are liable for Damages in excess of the aggregate amount of consideration contemplated by clause (ii) (such Damages, the “Excess Damages”), (x) the Company Securityholders that were not entitled to receive a portion of the Series B Preference Amount shall have a Pro Rata Indemnity Share of zero with respect to such Excess Damages and (y) each Company Securityholder that received a portion of the Series B Preference Amount shall have, solely with respect to such Excess Damages, a Pro Rata Indemnity Share of the fraction having (a) a numerator equal to the aggregate Series B Preference Amount that such Company Securityholder received pursuant to Section 2.1(c) and (b) a denominator equal to the Series B Aggregate Preference Amount. For purposes of clarity, the sum of the “Pro Rata Indemnity Shares” of the Company Securityholders, whether calculated pursuant to clause (i) or clause (ii) of the preceding sentence, shall at all times be equal to one (1).

Pro Rata Indemnity Share means a fraction, expressed as a percentage, equal to (a) the amount of Merger Consideration actually paid to a Company Securityholder divided by (b) the aggregate amount of Merger Consideration actually paid to all Company Securityholders who delivered a Company Written Consent upon or prior to the execution of this Agreement.

Pro Rata Indemnity Share means, with respect to each Purchase Price Beneficiary, as follows: Xxxxxx Xxxxxx 34.40% of the Purchase Price Xxxxx X. Xxx 17.20% of the Purchase Price Xxxxx Xxx 17.20% of the Purchase Price Xxxxxx X. Xxx 12.20% of the Purchase Price Xxxxx Xxxxx 10.0% of the Purchase Price Xxxxxx Xxxxxx 5.0% of the Purchase Price Xxxxxxx Xxx 4.0% of the Purchase Price