Securityholder Pro Rata Share definition
Securityholder Pro Rata Share of a Securityholder means: (a) the portion of the Purchase Price payable to such Securityholder pursuant to the Company’s Second Amended & Restated Limited Liability Company Agreement, as amended, divided by (b) the total Purchase Price.
Securityholder Pro Rata Share means a ratio with a (a) numerator equal to the sum of (i) the aggregate number of shares of Footprint Common Stock issued and outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, after giving effect to the exercise of the Footprint Warrants, but not giving effect to any conversion of the Footprint Convertible Promissory Notes in connection with the transactions contemplated by the Merger Agreement) plus (ii) the aggregate number of shares of Footprint Common Stock issuable upon conversion (whether or not then actually convertible) of all shares of Footprint Class A Preferred Stock issued and outstanding as of immediately prior to the Effective Time (and for the avoidance of doubt, excluding any shares of Footprint Common Stock issued or issuable upon conversion of Footprint Class B Preferred Stock or Footprint Class C Preferred Stock), and (b) denominator equal to the aggregate number of (i) shares of Footprint Common Stock outstanding (including, for the avoidance of doubt, after giving effect to the exercise of the Footprint Warrants, but not giving effect to any conversion of the Footprint Convertible Promissory Notes in connection with the transactions contemplated by the Merger Agreement) held by all Footprint Securityholders as of immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Footprint Common Stock issuable upon exercise of all Footprint Stock Options (vested or unvested) outstanding immediately prior to the Effective Time, plus (iii) the total number of shares of Footprint Common Stock issuable upon conversion (whether or not then actually convertible) of all shares of Footprint Class A Preferred Stock held by all Footprint Securityholders as of immediately prior to the Effective Time (and for the avoidance of doubt, excluding any shares of Footprint Common Stock issued or issuable upon conversion of Footprint Class B Preferred Stock or Footprint Class C Preferred Stock).
Securityholder Pro Rata Share means a ratio with a (a) numerator equal to the sum of (i) the aggregate number of shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time (including, for the avoidance of doubt, after giving effect to the exercise of the Company Warrants in accordance with the terms of the Warrant Exercise Agreements, but not giving effect to any conversion of the Company Convertible Promissory Notes in connection with the Transactions) plus (ii) the aggregate number of shares of Company Common Stock issuable upon conversion (whether or not then actually convertible) of all shares of Company Class A Preferred Stock issued and outstanding as of immediately prior to the Effective Time (and for the avoidance of doubt, excluding any shares of Company Common Stock issued or issuable upon conversion of Company Class B Preferred Stock, Company Class C Preferred Stock or Company Class D Preferred Stock), and (b) denominator equal to the aggregate number of (i) shares of Company Common Stock outstanding (including, for the avoidance of doubt, after giving effect to the exercise of the Company Warrants in accordance with the terms of the Warrant Exercise Agreements, but not giving effect to any conversion of the Company Convertible Promissory Notes in connection with the Transactions) held by all Company Securityholders as of immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock issuable upon exercise of all Company Stock Options (vested or unvested) outstanding immediately prior to the Effective Time, plus (iii) the total number of shares of Company Common Stock issuable upon conversion (whether or not then actually convertible) of all shares of Company Class A Preferred Stock held by all Company Securityholders as of immediately prior to the Effective Time (and for the avoidance of doubt, excluding any shares of Company Common Stock issued or issuable upon conversion of Company Class B Preferred Stock, Company Class C Preferred Stock or Company Class D Preferred Stock).
Examples of Securityholder Pro Rata Share in a sentence
Except in the event of fraud, in no event will: (X) the total cumulative amount of Damages for which the Company Securityholders may be liable to the Parent Indemnified Person(s) under this Article X exceed the Merger Consideration; and (Y) the total cumulative amount of Damages for which any individual Company Securityholder may be liable to the Parent Indemnified Person(s) under this Article X exceed such Company Securityholder’s Company Securityholder Pro Rata Share of the Merger Consideration.
More Definitions of Securityholder Pro Rata Share
Securityholder Pro Rata Share means the proportion that the Merger Consideration payable to a given Securityholder bears to the Merger Consideration payable to all Securityholders pursuant to this Agreement, as set forth in the Payment Schedule.