Pro Rata Indemnification Share definition

Pro Rata Indemnification Share means, with respect to each Seller, the percentage set forth opposite such Seller’s name under the “Pro Rata Indemnification Share” column of the table set forth on S chedule I hereto.

Pro Rata Indemnification Share means, with respect to each Seller, the percentage set forth opposite such Seller’s name under the “Pro Rata Indemnification Share” column of the table set forth on Schedule I hereto.

Pro Rata Indemnification Share shall have the meaning set forth in SECTION 8.02(b) hereof.

Examples of Pro Rata Indemnification Share in a sentence

• In the case of claims related to any Fundamental Matter, each Effective Time Holder shall be liable for such holder’s Pro Rata Indemnification Share of the amount of any Damages resulting therefrom; provided, h owever, that such liability shall be limited to 100% of the portion of the Total Merger Consideration that such Effective Time Holder actually receives pursuant to S ection 2.1(b) (including amounts receivable in respect of Earnout Amounts that may become due and payable).

• On or promptly after the Expiration Date, the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to pay to each Seller by wire transfer of immediately available funds, to an account designated in writing by such Seller, such Seller’s Pro Rata Indemnification Share of the funds remaining in the Indemnity Escrow Account (if any), l ess any portion thereof that is subject to a pending claim pursuant to A rticle V.

• In the case of clause (ii) of the previous sentence, the Sellers shall be severally liable in accordance with their respective Pro Rata Indemnification Share of such Escrow Shortfall Amount to the Purchaser.

• Upon final resolution of any such unresolved claim in respect of which amounts had been retained (to the extent not utilized to satisfy such unresolved claims), the Purchaser and the Sellers’ Representative shall deliver a joint written instruction to the Escrow Agent to pay such retained amounts to each Seller based on such Seller’s Pro Rata Indemnification Share in accordance with the preceding sentence.

• With respect to any claim for indemnification pursuant to this A rticle V, no Seller shall be required to pay more than such Seller’s Pro Rata Indemnification Share of the applicable Loss, and in no event shall the aggregate maximum liability of any Seller for claims for indemnification pursuant to this A rticle V exceed the amount of the Purchase Price paid to such Seller.

More Definitions of Pro Rata Indemnification Share

Pro Rata Indemnification Share means with respect to each Equityholder (other than holders of Dissenting Shares), at any time, an amount equal to the quotient obtained by dividing (a) the cash amount actually received by such Equityholder pursuant to this Agreement, the Earnout Agreement, the Option Cancellation Agreements and the Bonus Settlement Agreements (including cash withheld in respect of Taxes) by such time, by (b) the total cash amount actually received by all Equityholders (other than holders of Dissenting Shares) pursuant to this Agreement, the Earnout Agreement, the Option Cancellation Agreements and the Bonus Settlement Agreements (including cash withheld in respect of Taxes) by such time. “Qualified Recipient” means each Person who is a party to either a Option Cancellation Agreement or a Bonus Settlement Agreement. “Registered IP” shall mean all Intellectual Property Rights that are registered, filed, or issued under the authority of, with or by any Governmental Entity, including all patents, registered copyrights, and registered trademarks, and domain names, and all applications for any of the foregoing. “Regulation D” shall mean Regulation D promulgated under the Securities Act. “Related Agreements” shall mean the Joinder Agreements, the Key Employee Employment Agreements, the Earnout Agreement, the Option Cancellation Agreements, the Bonus Settlement Agreements, and all other agreements and certificates entered into by the Company or any of the Stockholders in connection with the Transactions. “Responsible Party” shall mean (i) Parent, if the applicable Indemnified Party is an Equityholder Indemnified Party, and (ii) the Stockholder Representative, on behalf of the Equityholders, if the applicable Indemnified Party is a Parent Indemnified Party, provided, however, if an indemnification claim is pursued directly against an Equityholder Indemnifying Party, such Equityholder Indemnifying Party shall be the Responsible Party. “Restricted Cash” means cash or cash equivalents held in escrow or as a security or other deposit, held for or on behalf of a customer or Stockholder, deposited with a customer or Stockholder or if usage of, or access to, such cash or cash equivalents is restricted by Legal Requirements, Contract or otherwise. “Securities Act” shall mean the Securities Act of 1933, as amended.

Pro Rata Indemnification Share means, with respect to each Company Holder, the proportion of the aggregate amount of Losses for which such Company Holder may become liable as set out against such Company Holder’s name under the column “Pro Rata Indemnification Share” in the Final Allocation Schedule.

Pro Rata Indemnification Share means, for the applicable Effective Time Holder, the fraction, expressed as a percentage, (x) the numerator of which is the number of Common Stock Equivalent Shares held by such Effective Time Holder and (y) the denominator of which is (i) the number of Common Stock Equivalent Shares held by all Effective Time Holders, less (ii) 50% of the aggregate amount of all Common Stock Equivalent Shares held by all Effective Time Holders who have not, as of the Effective Time, executed an Indemnification Backstop Agreement and/or an Option Cancellation Agreement.

Pro Rata Indemnification Share means, for the applicable Effective Time Holder, the fraction, expressed as a percentage, (x) the numerator of which is the number of Common Stock Equivalent Shares held by such Effective Time Holder and (y) the denominator of which is