Applicable Ownership Percentage means (i) for each Unencumbered Asset owned by the Borrower or a wholly owned Subsidiary (direct or indirect) of the Borrower, 100% and (ii) for each Unencumbered Asset owned by a Subsidiary of the Borrower that is not wholly owned (directly or indirectly) by the Borrower, the greater of (a) the Borrower’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or (b) the Borrower’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary, in each case determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary Guarantor.
Applicable Ownership Percentage means with respect to each Seller, a percentage equivalent of a fraction, the numerator of which is the number of shares of the Company held by such Seller immediately prior to the Closing (but excluding all Rollover Shares held by such Seller) and the denominator of which is the total number of shares of the Company outstanding immediately prior to the Closing.
Applicable Ownership Percentage means, with respect to a Stockholder, the ratio of the number of Applicable Shares held by the Stockholder to the total of all then issued and outstanding Applicable Shares, expressed as a percentage.
Examples of Applicable Ownership Percentage in a sentence
If the Second Closing Shortfall Amount is greater than zero, the Second Closing Shortfall Amount shall be paid by the Sellers (in proportion to such Seller’s Applicable Ownership Percentage) to Buyer not later than three (3) Business Days after the Final Settlement Date, by wire transfer of immediately available funds, to an account or accounts specified by Buyer.
If the First Closing Shortfall Amount is greater than zero, the First Closing Shortfall Amount shall be paid by the Company (or, if at the time of such payment the Second Closing has occurred, by the Sellers in proportion to such Seller’s Applicable Ownership Percentage) to Buyer not later than three (3) Business Days after the Final Settlement Date, by wire transfer of immediately available funds, to an account or accounts specified by Buyer.
The Sellers, on the one hand, and Buyer, on the other hand, shall each bear fifty percent (50%) of the fees and expenses of the Independent Accounting Firm, pursuant to this Section 2.6 (and each Seller shall bear the amount of fees and expenses allocated to the Sellers in proportion to such Seller’s Applicable Ownership Percentage).
Upon receipt of any Transco Imbalance Settlement, Buyer shall cause the Acquired Entities to promptly pay an amount equal to the Transco Imbalance Net Settlement Amount to Sellers (in proportion to each Seller’s Applicable Ownership Percentage).
The Judge told the commissioners the court has sufficient funds to carry them through the beginning of the budget year for the number of people they are assisting, but pointed out if additional monies become available, they will be able to assist more people.
More Definitions of Applicable Ownership Percentage
Applicable Ownership Percentage at any time, means the number of shares of Common Stock equal to the product of (a) a fraction, the numerator of which is the Warrant Share Number in effect at such time, and the denominator of which is the aggregate number of shares of Common Stock which are issuable upon exercise of all Credit Agreement Warrants (including without limitation this Warrant) at such time (without regard to any limitations on exercise herein or elsewhere and without regard to whether a sufficient number of shares of Common Stock are authorized and reserved to effect any such exercise and issuance) and (b) a number of shares of Common Stock equal to [•]% of all Common Stock outstanding at such time, on a fully-diluted basis.
Applicable Ownership Percentage means, with respect to a Shareholder, the ratio of the number of Shares held by the Shareholder to the total of all then issued and outstanding Shares, expressed as a percentage.
Applicable Ownership Percentage means (i) with respect to Con Ed, fifty percent (50%), and (ii) with respect to Crestwood, fifty percent (50%).
Applicable Ownership Percentage means (i) for each Unencumbered Asset owned by the Borrower or a wholly owned Subsidiary (direct or indirect) of the Borrower, 100% and (ii) for each Unencumbered Asset owned by a Subsidiary of the Borrower that is not wholly owned (directly or indirectly) by the Borrower, the greater of (a) the Borrower’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or (b) the Borrower’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary, in each case determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary Guarantor. “Approved Franchisor” means, with respect to any Hotel Asset, a nationally recognized hotel brand franchisor that has entered into a written franchise agreement (i) substantially in the form customarily used by such franchisor at such time or (ii) in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent confirms that each of the existing franchisors of the Hotel Assets shown on Part IV of Schedule 4.01(p) hereto are satisfactory to the Administrative Agent and shall be considered an Approved Franchisor. “Approved Manager” means a nationally recognized hotel manager (a) with (or controlled by a Person or Persons with) at least ten years of experience in the management of limited service, select service and full service hotels that have been rated “upscale” “upper midscale” or “midscale” or better by Xxxxx Travel Research and (b) that is engaged pursuant to a written management agreement (i) in form and substance reasonably satisfactory to the Administrative Agent or (ii) substantially similar, in form and substance, to the management agreements entered into by the Loan Parties in effect as of the Closing Date. The Administrative Agent confirms that as of the Closing Date the existing managers of the Hotel Assets shown on Schedule III hereto are satisfactory to the Administrative Agent and are deemed Approved Managers. For purposes of this definition, the term “control” (including the term “controlled by”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or ...
Applicable Ownership Percentage means the total number of shares of Common Stock owned by Allianz and its affiliates as of the end of the calendar year with respect to which the Additional Purchase Notice is given (the "Subject Calendar Year"), divided by the Subject Year Adjusted Shares (as hereinafter defined). The term "Subject Year Adjusted Shares" shall mean the number of shares of Common Stock actually issued and outstanding (without regard to options, warrants, convertible securities or other rights to acquire shares of Common Stock) as of the end of the Subject Calendar Year less the number of shares of Common Stock actually issued during the Subject Calendar Year to parties other than Allianz, excluding shares of Common Stock issued during the Subject Calendar Year in an offering to which Section 9.2 applies. The term "Net Outstanding Share Increase" shall mean the number of shares of Common Stock actually issued during the Subject Calendar Year, less (a) the number of shares of Common Stock repurchased by the Company during the Subject Calendar Year, (b) the number of shares of Common Stock acquired by Allianz during the Subject Calendar Year pursuant to Sections 1, 2, 9.2 or 11.2(a)(ii) or (iii) hereof or issued to Allianz or its affiliates upon conversion of Convertible Debentures during the Calendar Year, and (c) the number of shares of Common Stock issued under public offerings to which Section 9.2 applied during the Subject Calendar Year with respect to which the Additional Purchase Notice is given.
Applicable Ownership Percentage means, with respect to each holder of Company Common Stock as of immediately prior to the Effective Time, and each holder of a Stock Option, Common Stock Warrant or Preferred Stock Warrant as of immediately prior to the Effective Time, the percentage obtained by dividing (i) the sum of (A) the number of shares of Company Common Stock held of record by such holder as of immediately prior to the Effective Time (after giving effect to the conversions contemplated by Section 6.8), plus (B) the number of Option and Warrant Shares with respect to Stock Options, Common Stock Warrants and Preferred Stock Warrants held of record by such holder as of immediately prior to the Effective Time, by (ii) the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (after giving effect to the conversions contemplated by Section 6.8 and excluding shares of Company Capital Stock held in the treasury of the Company, if any) plus the aggregate number of all Option and Warrant Shares.
Applicable Ownership Percentage means, at the time of determination, the percentage of the total ownership interest (direct or indirect) of Ref-Fuel (or any other Affiliate succeeding to MSW Energy II's indirect interest in ARC and its Subsidiaries) held by MSW Energy II or, in the event that MSW Energy II merges with and into Ref-Fuel, the percentage of the total ownership interest (direct or indirect) of ARC (or any other Affiliate succeeding to Ref-Fuel's direct interest in ARC and its Subsidiaries) held by the surviving entity of such merger.