Pro Rata Escrow Share definition

Pro Rata Escrow Share means, with respect to any Securityholder, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate portion of the Aggregate Cash Consideration Value payable to such Securityholder in respect of shares of Company Capital Stock, Company Warrants and Company Options, by (b) the aggregate portion of the Aggregate Cash Consideration Value payable to all Securityholders in respect of shares of Company Capital Stock, Company Warrants and Company Options, as set forth in the Consideration Spreadsheet; provided that the sum of all Pro Rata Escrow Shares shall equal 100% at all times.
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Pro Rata Escrow Share means the quotient obtained by dividing (i) the amount of the Merger Consideration payable hereunder to a Stockholder (excluding for purposes of this definition, any Merger Consideration payable to such Stockholder in respect of Company Series D Stock) by (ii) the total amount of the Merger Consideration payable hereunder to all Stockholders (excluding for purposes of this definition, any Merger Consideration payable to the Stockholders in respect of Company Series D Stock). “Pro Rata Share” means the quotient obtained by dividing (i) the amount of the Merger Consideration payable hereunder to a Stockholder by (ii) the total amount of the Merger Consideration payable hereunder to all Stockholders. “Process” or “Processing” has the meaning given in Section 2.17(a). “Purchase Rights” has the meaning given in Section 2.2(b). “Representative” has the meaning given in Section 4.6(a). “Representative Losses” has the meaning given in Section 12.15(d). “Required Consents” means the Consents and notices listed on Schedule 1.1(C). “Restricted Stock” means the unvested portion of the award of Common Stock to Xxxxxx Xxxx, which portion is subject to forfeiture or repurchase pursuant to a Company Equity Plan. “SEC” has the meaning given in Section 4.14. “Securityholders” means, collectively, the Stockholders, and the holders of In-the-Money Company Options, in each case, as of immediately prior to the Effective Time. “Signing Disk” has the meaning given in Section 4.12. “Stockholder Agreement” means that certain stockholder agreement entering into between the Key Stockholders and Buyer, dated as of the Agreement Date. “Stockholder Approval” has the meaning given in Section 4.3(a). “Stockholder Closing Agreements” means the Stockholder Agreement and the Transmittal Letters. “Stockholder Representative” means the person or persons appointed as the Stockholder Representative from time to time pursuant to Section 12.15(a). “Stockholders” means the holders of the Company Stock or, following the Effective Time, the holders of the Company Stock immediately before the Effective Time. 12
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Pro Rata Escrow Share means a percentage determined by dividing the amount of the Merger Consideration to which a Company Securityholder is entitled after the adjustment pursuant to Section 2.14, as the case may be, by the Merger Consideration to which all Company Securityholders are entitled after the adjustment pursuant to Section 2.14, as the case may be.
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Examples of Pro Rata Escrow Share in a sentence

  • The fees and expenses of the Independent Accountant shall initially be borne fifty percent (50%) by the Stockholders based on their respective Pro Rata Escrow Share and fifty percent (50%) by the Buyer; provided that upon resolution of the dispute by the Independent Accountant, the prevailing party, if any, shall be entitled to be reimbursed in proportion to the amount by which the other party’s determinations of the items in dispute differed from the amount determined by the Independent Accountant.

  • Concerning financial conditions, the local contracting unit may require the prospective bidders to demonstrate their financial stability with assets exceeding liabilities.


More Definitions of Pro Rata Escrow Share

Pro Rata Escrow Share means, with respect any Company Securityholder, the fraction having (i) a numerator equal to the aggregate Per Share Escrow Contribution Amount contributed by such Person, and (ii) a denominator equal to the Escrow Amount.
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Pro Rata Escrow Share has the meaning given it in Section 3.1(d).
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Pro Rata Escrow Share means, for each Participating Common Holder, $2.4 million multiplied by such Participating Common Holder's Pro Rata Share.
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Pro Rata Escrow Share means, with respect to (a) a Company Stockholder or holder of an outstanding In-the-Money Company Option or In-the-Money Company Warrant immediately prior to the Merger, a fraction, (i) the numerator of which is the value of the Aggregate Merger Consideration payable to such holder pursuant to this Agreement and (ii) the denominator of which is the value of the sum of the Aggregate Merger Consideration payable to all Company Stockholders and all holders of outstanding In-the-Money Company Options or In-the-Money Company Warrants pursuant to this Agreement plus the MBP Aggregate Amount (such denominator defined as the “Pro Rata Escrow Share Denominator”) and (b) an MBP Participant, a fraction, (i) the numerator of which is the value of such MBP Participant’s allocable portion (without giving effect to any deferral payouts set forth in any offer letters or other Contract entered into by and between the MBP Participant and Parent or an Affiliate of Parent) of the MBP Aggregate Amount payable to such holder pursuant to the Management Bonus Plan and (ii) the denominator of which is the Pro Rata Escrow Share Denominator (in all cases without taking into account the deduction of any portion of the Indemnity Escrow Fund to be deposited with the Escrow Agent, or the Equityholder Representative Expense Fund to be deposited with the Equityholder Representative, on behalf of such Persons pursuant to this Agreement).
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Pro Rata Escrow Share means, with respect to each Stockholder, the percentage obtained by dividing (i) the sum of such Securityholder’s shares of Company Stock by (ii) the Fully Diluted Shares.
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Related to Pro Rata Escrow Share

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • Pro Rata Percentage of any Revolving Lender at any time shall mean the percentage of the total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving Commitment.

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Allocable Share means allocable share as that term is defined in the master settlement agreement.

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Pro-rata Liquidation means an amount equal to the liquidation of the relevant Collateral Assets held in the Margin Account for a Series of ETP Securities, pro rata to the amount of ETP Securities being redeemed divided by the total number of ETP Securities for such Series, after the pro rata deduction of all costs and expenses incurred by the Issuer in connection with the liquidation of such Collateral Assets, the pro rata deduction of the Arranger Fee and any Funding and Brokerage Fees.

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Indemnity Escrow Amount means $3,000,000.

  • Percentage Share means the percentage of the Aggregate Commitments to be provided by a Lender under this Agreement as indicated on Annex I hereto, as modified from time to time to reflect any assignments permitted by Section 12.06(b).

  • Ratable Portion for any Note shall mean an amount equal to the product of (a) the net proceeds from a sale of assets being applied to the payment or prepayment of Indebtedness pursuant to Section 10.5(b) multiplied by (b) a fraction, the numerator of which is the aggregate outstanding principal amount of such Note and the denominator of which is the aggregate outstanding principal amount of all Senior Indebtedness.

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • Participation Amount as defined in Section 3.4(b).

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

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

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Tenant’s Pro Rata Share are both subject to adjustment as provided in this Lease. Definition or Provision Means the Following (As of the Term Commencement Date} Approximate Rentable Area of Premises 11,173 square feet Approximate Rentable Area of Project 67,998 square feet Tenant’s Pro Rata Share of Project 16.43%

  • CAM Percentage means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

  • Adjustment Escrow Amount means $1,000,000.

  • Escrow Cash is defined in Section 4.1(a).

  • Commitment Percentage is set forth in Schedule 1.1, as amended from time to time.

  • Non Pro Rata Loan is defined in Section 9.2 hereof.

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