Specified Fraction means a fraction of which the numerator is the number of days in such period (including the day at the beginning of such period and excluding the day at the end of such period) during which the Series 4 Unit is in issue and the denominator is the number of days in such Quarter (including the day at the beginning thereof and excluding the Distribution Payment Date at the end thereof).
Specified Fraction has the meaning ascribed thereto in Section 4.1.3.
Specified Fraction is a fraction (i) the numerator of which is the dollar amount, if any, proposed in a Call Notice to be used to provide additional funds to the Company, or to a Subsidiary of the Company which completed the Acquisition, for working capital, capital expenditures or other obligations or commitments of the target of the Acquisition and (ii) the denominator of which is the total dollar amount reflected in such Call Notice.
More Definitions of Specified Fraction
Specified Fraction means, with respect to each share of Company Capital Stock held by a Non-Dissenting Stockholder and each share of Company Common Stock subject to a Company Option held by the Indemnifying Optionholders, the fraction (i) having a numerator equal to the Merger Consideration payable pursuant to S ection 2.1(c), S ection 2.1(e), S ection 2.1(g) or S ection 2.2(b), as the case may be, with respect to such share of Company Capital Stock or such share of Company Common Stock subject to such Company Option (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto pursuant to S ection 2.5), and (ii) having a denominator equal to the aggregate amount of Merger Consideration payable pursuant to S ection 2.1(c), S ection 2.1(e),S ection 2.1(g) and S ection 2.2(b) in respect of all shares of Company Capital Stock held by Non-Dissenting Stockholders and all shares of Company Common Stock subject to Company Options held by the Indemnifying Optionholders (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto pursuant to S ection 2.5) (it being understood that, for purposes of this definition, each share of Parent Common Stock shall be valued at the Average Trading Price); provided, that for purposes of this definition, the Specified Fraction with respect to each share of Company Capital Stock received on exercise of a Vested EMI Option pursuant to S ection 2.2(d) shall be calculated after reducing the Merger Consideration payable in respect of such share by the applicable EMI Option Amount in accordance with S ection 2.2(d).”
Specified Fraction means a fraction obtained by dividing the Available 2019 New Notes by the Theoretical 2019 New Notes Non Priority Notes Amount.
Specified Fraction means (X) with respect any Stockholder or SAFE Holder, the quotient obtained by dividing (A) Price Per Common Equivalent Unit by (B) the Closing Merger Consideration; and (Y) with respect to any Optionholder, the quotient obtained by dividing (A) Price Per Common Equivalent Unit, minus the Exercise Price, by (B) the Closing Merger Consideration.
Specified Fraction means (i) with respect to each share of Company Capital Stock held by a Non-Dissenting Stockholder and each share of Company Common Stock subject to a Company Option, the fraction having a numerator equal to the Merger Consideration payable pursuant to S ection 2.1(c) or S ection 2.2(a), as the case may be, with respect to such share of Company Capital Stock or share of Company Common Stock subject to a Company Option (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto), and having a denominator equal to the sum of (a) the aggregate amount of Merger Consideration payable pursuant to S ection 2.1(c) or S ection 2 .2(a) in respect of all shares of Company Capital Stock held by Non-Dissenting Stockholders and all shares of Company Common Stock subject to Company Options (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto), plus (b) the aggregate amount of Transaction Bonuses payable in respect of all Units (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto), plus (c) the aggregate amount of Transaction Bonuses payable to Stephen G. Canton under the Executive Agreement (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto), (ii) with respect to each Unit, the fraction having a numerator equal to the Transaction Bonus payable in respect of such Unit (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto), and having a denominator equal to the sum of (a) the aggregate amount of Merger Consideration
Specified Fraction means, with respect to (a) each Company Share (other than any Dissenting Share or any Excluded Share and after taking into account any exercise or deemed exercise of Company Options at or prior to the Effective Time) and (b) each In the Money Vested Option, a fraction: (i) having a numerator equal to the Merger Consideration payable pursuant to Section 3.1(b) or Section 3.2(a), as the case may be, with respect to such Company Share or In the Money Vested Option (prior to deduction of any amounts to be contributed to the Escrow Funds or the Securityholders’ Representative Expense Fund or any Taxes); and (ii) having a denominator equal to the aggregate amount of Merger Consideration payable pursuant to Section 3.1(b) or Section 3.2(a) with respect to all Company Shares (other than the Dissenting Shares and the Excluded Shares and after taking into account any exercise or deemed exercise of Company Options at or prior to the Effective Time) and all In the Money Vested Options (prior to deduction of any amounts to be contributed to the Escrow Funds or the Securityholders’ Representative Expense Fund or any Taxes).
Specified Fraction means the fraction having a numerator equal to one, and having a denominator equal to the aggregate number of shares of Outstanding Company Capital Stock (other than Disregarded Shares).
Specified Fraction means, with respect to each share of Company Capital Stock held by a Non-Dissenting Stockholder and each share of Company Common Stock subject to a Company Option held by the Indemnifying Optionholders, the fraction (i) having a numerator equal to the Merger Consideration payable pursuant to Section 2.1(c), Section 2.1(e), Section 2.1(g) or Section 2.2(b), as the case may be, with respect to such share of Company Capital Stock or such share of Company Common Stock subject to such Company Option (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto pursuant to Section 2.5), and (ii) having a denominator equal to the aggregate amount of Merger Consideration payable pursuant to Section 2.1(c), Section 2.1(e), Section 2.1(g) and Section 2.2(b) in respect of all shares of Company Capital Stock held by Non-Dissenting Stockholders and all shares of Company Common Stock subject to Company Options held by the Indemnifying Optionholders (including, in each case, amounts to be contributed to the Escrow Fund with respect thereto pursuant to Section 2.5) (it being understood that, for purposes of this definition, each share of Parent Common Stock shall be valued at the Average Trading Price); provided, that for purposes of this definition, the Specified Fraction with respect to each share of Company Capital Stock received on exercise of a Vested EMI Option pursuant to Section 2.2(d) shall be calculated after reducing the Merger Consideration payable in respect of such share by the applicable EMI Option Amount in accordance with Section 2.2(d).”