Pro Rata Portion of Contingent Consideration definition

Pro Rata Portion of Contingent Consideration means (i) the number of Parent Class A Ordinary Shares calculated by multiplying a Contingent Consideration Shareholder’s Pro Rata Percentage of Contingent Consideration by the number of Parent Class A Ordinary Shares issuable as Contingent Consideration in accordance with Section 2.4, and (ii) the number of Parent Warrants equal to the number of Parent Class A Ordinary Shares calculated pursuant to Section (i) of this definition issuable as Contingent Consideration in accordance with Section 2.4.
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Pro Rata Portion of Contingent Consideration means (i) the number of Parent Class A Ordinary Shares calculated by multiplying a Contingent Consideration Shareholder’s Pro Rata Percentage of Contingent Consideration by the number of Parent Class A Ordinary Shares issuable as Contingent Consideration in accordance with Section 2.4, and (ii) the number of Parent Warrants equal to the number of Parent Class A Ordinary Shares calculated pursuant to Section (i) of this definition issuable as Contingent Consideration in accordance with Section 2.4.
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Examples of Pro Rata Portion of Contingent Consideration in a sentence

  • Until assigned, transferred and delivered as contemplated by Section 2.1(a), the Company Ordinary Shares and Company Class A Shares shall be deemed, from and after the Effective Time, to represent only the right to receive a Pro Rata Portion of Closing Consideration or a Pro Rata Portion of Contingent Consideration, respectively, and any dividends or other distributions as contemplated by Section 2.1(b).

  • In consideration of the sale and transfer of the Company Class A Shares to Parent, on the Closing Date, upon surrender by a Contingent Consideration Shareholder to Parent of the certificate or certificates (if any) representing the Company Class A Shares, each such Contingent Consideration Shareholder shall be entitled to receive its Pro Rata Portion of Contingent Consideration in accordance with the terms of Section 2.4.

Related to Pro Rata Portion of Contingent Consideration

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

  • 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.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.