Escrow Pro Rata Portion means the dollar amount of the Escrow Amount which each Company Holder may be entitled to receive as set forth on the Merger Consideration Spreadsheet, subject to the provisions of Article 7 of this Agreement, relative to the aggregate amount of the Escrow Amount that the Company Holders may be entitled to receive pursuant to the terms of this Agreement, subject to the provisions of Article 7 of this Agreement.
Escrow Pro Rata Portion means, with respect to each of the Sellers, a ratio, expressed as a percentage, which is the ratio that the number of Shares held by such Seller bears to the total number of Shares, as adjusted for an additional percentage giving effect to its, his or her portion of the Preference Payment, or a lesser percentage for the Sellers who do not own Preferred Stock. Each Seller’s Escrow Pro Rata Portion is set forth on Schedule 3.3.
Escrow Pro Rata Portion means, with respect to each Escrow Participant, an amount equal to the quotient (expressed as a percentage) obtained by dividing: (a) the number of shares of vested Company Capital Stock held by such Escrow Participant as of immediately prior to the Effective Time (on an as converted to Ordinary Share or Ordinary A Share basis assuming the exercise or conversion of all Escrow Participant Company Securities held by such Escrow Participant); by (b) the total number of vested shares of Company Capital Stock held by all Escrow Participants as of immediately prior to the Effective Time (on an as converted to Ordinary Share or Ordinary A Share basis assuming the exercise or conversion of all Escrow Participant Company Securities held by such Escrow Participant).
Examples of Escrow Pro Rata Portion in a sentence
At the times provided for in Section 11.3(d), the Escrow Shares shall be distributed to each Escrow Participant in accordance with such Escrow Participant’s Escrow Pro Rata Portion.
Prior to the Release Date, the Shareholders’ Representative and the Purchaser shall jointly issue to the Escrow Agent a certificate executed by each of them instructing the Escrow Agent to release such number of Escrow Shares (in accordance with such Escrow Participant’s Escrow Pro Rata Portion) determined in accordance with this Section 11.4(d).
Each Escrow Participant shall be entitled to vote such Escrow Participant’s Escrow Pro Rata Portion of the Escrow Shares on any matters to come before the shareholders of the Purchaser.
In no event shall a Carve-Out Participant be liable for an amount in excess of such Carve-Out Participant’s Escrow Pro Rata Portion of any particular Loss, and in no event shall a Series AA Stockholder be liable for an amount in excess of such Series AA Stockholder’s Indemnity Pro Rata Portion of any particular Loss.
Notwithstanding anything to the contrary in the other provisions of this Section 3.1, Purchaser shall withhold from the shares of Purchaser Merger Shares otherwise issuable to an Escrow Participant pursuant to Section 3.1(a) or (b) a number of shares of Purchaser Common Stock equal to: (i) the Escrow Shares; multiplied by (b) such Escrow Participant’s Escrow Pro Rata Portion, in each case, as set forth on Schedule 1.19.
More Definitions of Escrow Pro Rata Portion
Escrow Pro Rata Portion means, with respect to each Company Indemnitor (but, for purposes of this definition, excluding Purchaser), the quotient obtained by dividing (a) the amount of Total Acquisition Consideration payable to such Company Indemnitor in respect of such Company Indemnitor’s Company Capital Shares, Company Warrants and Vested Company Options, as applicable, and which for the purpose of this calculation shall (i) include the amount of Company Indebtedness paid to the Apogee Noteholders (ii) exclude, with respect to each Transition Employee, his or her DT Consideration, by (b) the amount of Total Acquisition Consideration payable to all Company Indemnitors (but, for purposes of this definition, excluding Purchaser) in respect of Company Capital Shares, Company Warrants and Vested Company Options held by all Company Indemnitors, as applicable, and which for the purpose of this calculation shall (i) include the amount of Company Indebtedness paid to the Apogee Noteholders and (ii) exclude the Aggregate DT Consideration, in each case as set out in the Closing Spreadsheet.
Escrow Pro Rata Portion means for each Effective Time Company Stockholder, the percentage determined by dividing (A) the total value of his, her or its Escrow Contribution (inclusive of the cash and stock portions of such Escrow Contributions and based on the applicable Trading Price in the case of the stock portions) by (B) the Escrow Amount.
Escrow Pro Rata Portion means (a) with respect to a share of Company Capital Stock held by an Escrow Participant, the Nominal Per Share Consideration payable in respect thereto divided by the Estimated Merger Consideration payable to Escrow Participants and (b) with respect to an In-Money Option held by an Escrow Participant, the consideration payable in respect thereto pursuant to Section 2.8(a)(1) before any deduction for the Holdback Amount, Regular Indemnification Escrow Amount, Special Indemnification Escrow Amount and Representative’s Expense Amount divided by the Estimated Merger Consideration payable to Escrow Participants.
Escrow Pro Rata Portion means, in respect of a Scheme Shareholder, the proportion that the Scheme Consideration receivable by that Scheme Shareholder represents of the aggregate Scheme Consideration receivable by all Scheme Shareholders, provided, however, that any Scheme Consideration derived from Scheme Shares allotted and issued either upon the conversion of Company Convertible Notes or pursuant to a Private Placement shall be disregarded in both the numerator and the denominator for the purpose of making any such calculation (with the intention that no Scheme Consideration attributable to Scheme Shares allotted and issued either upon the conversion of Company Convertible Notes or pursuant to a Private Placement shall be subject to the Escrow).
Escrow Pro Rata Portion means, with respect to each Escrow Participant, an amount equal to the quotient (expressed as a percentage) obtained by dividing:
Escrow Pro Rata Portion means, with respect to each Indemnifying Party, an amount equal to the quotient obtained by dividing (x) the sum of (a) the amount of cash payable pursuant to Section 1.7(a) hereof in respect of the shares of Company Series AA Preferred Stock owned by such Indemnifying Party as of the Effective Time and (b) the amount of cash payable to such Indemnifying Party pursuant to the Xora, Inc. Management Carve-Out Plan in connection with the transactions contemplated by this Agreement by (y) the sum of (a) the aggregate amount of cash payable to all Series AA Stockholders pursuant to Section 1.7(a) hereof in respect of Company Capital Stock as of the Effective Time and (b) the aggregate amount of cash payable to all Carve-Out Participants pursuant to the Xora, Inc. Management Carve-Out Plan in connection with the transactions contemplated by this Agreement. Each Indemnifying Party’s Escrow Pro-Rata Portion is set forth on Schedule 10.
Escrow Pro Rata Portion means, in respect of a Scheme Shareholder, the proportion that the Scheme Consideration receivable by that Scheme Shareholder represents of the aggregate Scheme Consideration receivable by all Scheme Shareholders, provided, however, that any Scheme Consideration derived from Scheme Shares allotted and issued upon the conversion of Company Convertible Notes shall be disregarded in both the numerator and the denominator for the purpose of making any such calculation (with the intention that no Scheme Consideration attributable to Scheme Shares allotted and issued upon the conversion of Company Convertible Notes shall be subject to the Escrow).