Holdback Closing Cash Pro-Rata Portion definition

Holdback Closing Cash Pro-Rata Portion means, with respect to each Equity Holder, a fraction in which (a) the numerator is the sum of (i) the number of Outstanding Shares (excluding any Appraisal Shares the holders of which have received payment in full from the Company) held by such Equity Holder plus (ii) the number of Vested Company Options held by such Equity Holder and (b) the denominator is the sum of (i) the aggregate Outstanding Shares (excluding any Appraisal Shares the holders of which have received payment in full from the Company) plus (ii) the aggregate number of Vested Company Options outstanding on the Closing Date.
Sample 1

Related to Holdback Closing Cash Pro-Rata Portion

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Working Capital Escrow Amount means $2,000,000.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.