Earnout Pro Rata Share means, for each Company Earnout Holder, a percentage determined by the quotient of:
Earnout Pro Rata Share means, with respect to each recipient of Earnout Shares pursuant to Section 2.7, a percentage equal to the quotient of: (a) the sum of (i) the aggregate number of Holdco Shares that are held by such recipient immediately prior to the Effective Date (including, for the avoidance of doubt, any such Holdco Share issued as a result of the exercise of any Company Issuance Right in connection with and after the Company Share Exchange) plus (ii) the aggregate number of Holdco Shares subject to Rollover Company Options that are held by such recipient immediately prior to the Effective Date; divided by (b) the sum of (i) the aggregate number of Holdco Shares that are held by all Holdco Shareholders immediately prior to the Effective Date (including, for the avoidance of doubt, all Holdco Shares issued as a result of the exercise of any Company Issuance Right in connection with and after the Company Share Exchange) plus (ii) the aggregate number of Holdco Shares subject to all Rollover Company Options held by Eligible Optionholders that are outstanding and unexercised immediately prior to the Effective Date.
Earnout Pro Rata Share. “ means, with respect to a holder of Company Capital Stock as of the Effective Time, the quotient obtained by dividing (i) the number of shares of Company Capital Stock held by such holder, by (ii) the total number of shares of Company Capital Stock outstanding as of the Effective Time.
Examples of Earnout Pro Rata Share in a sentence
Each holder of an Exchanged Option as of immediately following the Effective Time (but excluding any Forfeited Company Option) shall also be entitled to receive its Earnout Pro Rata Share of any Earnout Shares if the Triggering Event occurs or is deemed to occur in accordance with Section 2.3.
ANNEX I List of Sellers Seller Name No. of Company Ordinary Shares Held Percentage of Total Shares Current Pro Rata Share Current Earnout Pro Rata Share Signing Sellers Global Institute of Stem Cell Therapy and Research Inc.
The Parties shall make any appropriate adjustments to Annex I and each Seller’s Pro Rata Share and Earnout Pro Rata Share to account for any such new Joining Seller.
More Definitions of Earnout Pro Rata Share
Earnout Pro Rata Share means, with respect to each Beneficial Seller or Promised Optionholder set forth on Exhibit A, the percentage set forth next to such Beneficial Seller’s or Promised Optionholder’s name on Exhibit A hereto under the heading “Earnout Pro Rata Share”. For the avoidance of doubt, the Earnout Pro Rata Shares of all Beneficial Sellers and Promised Optionholder will sum to one hundred percent (100%).
Earnout Pro Rata Share means, for each Eligible Company Equityholder, a percentage determined as (a) the total number held by such Eligible Company Equityholder of (i) shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Employee Transactions and Preferred Stock Conversion), plus (ii) shares of Company Common Stock subject to unexercised Company Options outstanding immediately prior to the Effective Time, whether or not exercisable at such time, plus (iii) shares of Company Common Stock subject to Company RSUs (that have not yet been settled with the applicable Company Common Stock, in cash, or other securities or property) immediately prior to the Effective Time, whether or not vested at such time, plus (iv) Company Warrant Shares pursuant to Company Warrants that have not yet been exercised as of immediately prior to the Effective Time, whether or not vested or exercisable at such time, minus (v) any Forfeited Shares with respect to such Eligible Company Equityholder as of the applicable date on which Earnout Shares are earned, divided by (b)(i) the Aggregate Fully Diluted Company Common Stock, minus (ii) the aggregate number of Forfeited Shares of all Eligible Company Equityholders as of the applicable date on which Earnout Shares are earned.
Earnout Pro Rata Share means, with respect to each Company Stockholder, a fraction expressed as a percentage equal to (i) the aggregate number of shares of Company Stock (with Company Preferred Stock treated on an as-converted to Company Common Stock basis) held by such Company Stockholder immediately prior to the Effective Time, divided by (ii) the aggregate number of shares of Company Stock (with Company Preferred Stock treated on an as-converted to Company Common Stock basis) held by all Company Stockholders immediately prior to the Effective Time (including in each case, for the avoidance of doubt, (i) shares issued upon the conversion of any Convertible Promissory Notes (as amended by the Convertible Note Amendment) or Company Interim Period Notes that are converted into shares of Company Common Stock at or prior to the Closing, and (ii) any shares of Company Stock issued in satisfaction of the success fees contemplated by Item 1 on Schedule 4.27).
Earnout Pro Rata Share means the pro rata portion of the Aggregate Merger Consideration allocated to each Eligible Symbotic Equityholder as set forth in the Allocation Schedule pursuant to Section 2.6.
Earnout Pro Rata Share means, with respect to each Earnout Pre-Closing Company Securityholder, a percentage equal to the quotient of (a) the sum of (i) the aggregate number of shares of Company Common Stock that are held by such Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time (after giving effect to the Company Note Conversion) plus (ii) the aggregate maximum number of shares of Company Class B Common Stock that would be issuable assuming the exercise in full immediately prior to the Effective Time, of all Participating Company Options, other than Forfeited Company Options, that are held by such Earnout Pre-Closing Company Securityholder (on a net exercise basis, settled in the applicable number of Company Class B Common Stock, rounded down to the nearest whole share) immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Class B Common Stock subject to Company RSU Awards that are held by such Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time, other than Forfeited Company RSU Awards; divided by (b) the sum of (i) the aggregate number of shares of Company Common Stock that are held by all Earnout Pre-Closing Company Securityholders immediately prior to the Effective Time (after giving effect to the Company Note Conversion), plus (ii) the aggregate maximum number of shares of Company Class B Common Stock that would be issuable assuming exercise in full immediately prior to the Effective Time of all Participating Company Options, other than Forfeited Company Options, that are held by all Earnout Pre-Closing Company Securityholders (on a net exercise basis, settled in the applicable number of Company Class B Common Stock, rounded down to the nearest whole share) immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Class B Common Stock subject to Company RSU Awards that are held by all Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time, other than Forfeited Company RSU Awards.
Earnout Pro Rata Share means, with respect to each Earnout Equityholder, a percentage equal to the quotient of (i) the sum of (x) the aggregate number of shares of Company Capital Stock that are held by such Earnout Equityholder immediately prior to the Effective Time plus (y) the aggregate number of shares of Company Capital Stock subject to Company Options that are that are held by such Earnout Equityholder immediately prior to the Effective Time; divided by (ii) the sum of (x) the aggregate number of shares of Company Capital Stock that are held by all Earnout Equityholders immediately prior to the Effective Time plus (y) the aggregate number of shares of Company Capital Stock subject to Company Options that are held by all Earnout Equityholders immediately prior to the Effective Time.
Earnout Pro Rata Share means, with respect to each Earnout Pre-Closing Company Securityholder, a percentage equal to the quotient of (a) the sum of (i) the aggregate number of Company Common Shares that are held by such Earnout Pre-Closing Company Securityholder immediately prior to the Effective Time (for the avoidance of doubt, following the Company Note Conversion, the Company Warrant Conversion and the Company Preferred Conversion) plus (ii) the aggregate maximum number of Company Common Shares that would otherwise be issuable assuming full exercise and immediate settlement immediately prior to the Effective Time of all Company Options and the SVB Warrant that are held by such Earnout Pre-Closing Company Securityholder (on a net exercise basis, settled in the applicable number of Company Common Shares, rounded down to the nearest whole share) immediately prior to the Effective Time; divided by (b) the Fully Diluted Shares Outstanding.