Escrow Pro Rata Share definition

Escrow Pro Rata Share means the quotient obtained by dividing (i) Escrow Cash by (ii) the Total Share Purchase Consideration.

Escrow Pro Rata Share means with respect to each Securityholder that had a portion of their allocation of Merger Consideration contributed to the Escrow Fund, the percentage equal to the amount of Merger Consideration attributable to each such Stockholder, Optionholder or Warrantholder, divided by the aggregate amount of Merger Consideration attributable to all such Securityholders who contributed to the Escrow Fund, as set forth on the Consideration Spreadsheet.

Escrow Pro Rata Share means, with respect to each holder of outstanding shares of Company Stock as of immediately prior to the First Effective Time, a fraction expressed as a percentage equal to (i) the total number of shares of Company Stock held by a Company Stockholder as of immediately prior to the First Effective Time (but excluding the Excluded Shares) divided by (ii) the Fully Diluted Company Shares, provided, that solely for the purpose of this definition of “Escrow Pro Rata Share”, the term “Fully Diluted Company Shares” shall disregard clauses (d) and (e) of the definition thereof.

Examples of Escrow Pro Rata Share in a sentence

• In the event that the Holder Representatives have not used the entire Rep Expense Amount at such time as the termination of the Escrow Period or promptly following the completion of the Holder Representative’s duties in accordance with the terms of this Agreement and the Holder Representative Agreement, any remaining amount shall be distributed by the Paying Agent, per the mechanism described under Section 2.04, to the Indemnifying Persons pro rata to their respective Indemnity Escrow Pro Rata Share.

• In the event of Manuals having not been supplied or installation and commissioning of the Solution having been delayed on account of the Supplier, the extent of delay should always be mentioned.*********** FORMAT 6.10 ORGANISATIONAL PROFILE(Include in Main Bid Only – Not to be included in Price Proposal)CONSTITUTION1.

• Goal Four of the SDGs (SDG 4), and its corresponding targets, call for action by all countries to provide ‘inclusive and equitable quality education and to promote lifelong learning opportunities for all’ (UN, 2016).

• The Planning Board finds, as modified herein, that the application meets the intent and purpose of the New Jersey Municipal Land Use Law, in particular N.J.S.A. 40:55D-2, as well as the Township UDO.

• With respect to each Company Option Holder, the Escrow Agent shall pay the portion of the Released Special Escrow Amount attributable to such Company Option Holder, with respect to the Escrow Pro Rata Share of such Company Option Holder, to the Surviving Corporation for the benefit of such Company Option Holder and the Surviving Corporation shall promptly pay such Company Option Holder.

More Definitions of Escrow Pro Rata Share

Escrow Pro Rata Share means with respect to a particular Company Escrow Equityholder, a fraction, (x) the numerator of which is the portion of Merger Consideration that such holder is entitled to be paid pursuant to this Agreement with respect to its Company Shares and Company Warrants, and (y) the denominator of which is the aggregate Merger Consideration that all Company Escrow Equityholders are entitled to be paid pursuant to this Agreement with respect to their Company Shares and Company Warrants, in each case after giving effect to the Reallocation.

Escrow Pro Rata Share means, with respect to any Company Stockholder, the amount expressed as a percentage of the Escrow Fund, if any, payable to such Company Stockholder (before any applicable withholdings) as set forth opposite such Company Stockholder’s name on the Spreadsheet under the heading “Escrow Pro Rata Share.” For illustrative purposes, a sample calculation of each Company Stockholder’s Escrow Pro Rata Share is included opposite the name of such Company Stockholder in column AC of the Payout by Holder Tab of the Trial Run Spreadsheet.

Escrow Pro Rata Share has the meaning provided in Section 4.4(a).

Escrow Pro Rata Share means, (A) with respect to an Escrow Interest Holder which is a Non-Electing Investor, the product of (i) the number of Vested Company Shares held by such Escrow Interest Holder divided by the Fully-Diluted Non-Electing Investor Company Capital Stock multiplied by (ii) the Participating Non-Electing Investor Cash Escrow Amount divided by the Escrow Amount or (B) with respect to an Escrow Interest Holder which is an Electing Investor, the product of (x) the number of Vested Company Shares held by such Escrow Interest Holder divided by the Fully-Diluted Electing Investor Company Capital Stock multiplied by (ii) the Participating Electing Investor Stock Escrow Amount divided by the Escrow Amount.

Escrow Pro Rata Share means, with respect to a Securityholder, a fraction, the numerator of which is such Securityholder’s Aggregate Consideration Amount and the denominator of which is the sum of the Aggregate Consideration Amounts of all Securityholders.

Escrow Pro Rata Share means the number of shares of Company Capital Stock held by a Company Stockholder divided by the total Participating Share Number.

Escrow Pro Rata Share means, with respect to any Person, the percentage obtained by dividing (i) the amount of Total Closing Consideration actually paid to such Person by (ii) eighteen million dollars ($18,000,000).