Allocation and Proration Clause Samples
The Allocation and Proration clause defines how costs, benefits, or responsibilities are divided among parties, especially when a contract covers only part of a period or resource. In practice, this clause specifies the method for calculating each party’s share, such as prorating rent or service fees based on the number of days used or the proportion of resources consumed. Its core function is to ensure fairness and accuracy in distributing obligations or entitlements, preventing disputes over partial periods or shared resources.
Allocation and Proration. To the extent necessary to satisfy the limitations in Section 3.2(f), within three (3) business days after the Election Deadline, Univest shall cause the Exchange Agent to effect the allocation among holders of Fox Chase Common Stock of rights to receive the Cash Consideration and the Common Stock Consideration as follows:
(i) If the number of shares of Fox Chase Common Stock (excluding shares of Fox Chase Common Stock to be cancelled as provided in Section 3.1(b)) with respect to which holders of Fox Chase Common Stock have elected to receive the Common Stock Consideration (the “Stock Election Number”) exceeds the Anticipated Stock Conversion Number, then all shares with respect to which holders have made the Cash Election (“Cash Election Shares”) and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and each holder of Stock Election Shares will be entitled to receive (A) the number of shares of Univest Common Stock equal to the product obtained by multiplying (1) the number of Stock Election Shares held by such holder by (2) the Exchange Ratio by (3) a fraction the numerator of which is the Anticipated Stock Conversion Number and the denominator of which is the Stock Election Number (the “Stock Proration Factor”) and (B) cash in an amount equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) the Cash Consideration by (z) one minus the Stock Proration Factor;
(ii) If the Stock Election Number is less than the Anticipated Stock Conversion Number (the amount by which the Anticipated Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Common Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner:
(A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive (1) the number of shares of Univest Common Stock equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) the Exchange Ratio by (z) a fraction the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares (the “Non-Election Prorat...
Allocation and Proration. 9 SECTION 1.5 Exchange of Certificates ................................. 11 SECTION 1.6
Allocation and Proration. 6 ARTICLE 2
Allocation and Proration. (a) Notwithstanding anything in this Agreement to the contrary, the maximum number of shares of Company Common Stock which shall be converted into the right to receive cash in the Merger (other than pursuant to Partial Cash Elections and other than Dissenting Shares) shall be equal to the All Cash Election Number. The maximum number of shares of Company Common Stock to be converted into the right to receive Buyer Shares in the Merger (other than pursuant to Partial Cash Elections) shall be equal to the Stock Election Number.
(b) If the aggregate number of shares of Company Common Stock covered by All Cash Elections (the "All Cash Election Shares") exceeds the All Cash Election Number, all shares of Company Common Stock covered by Stock Elections (the "Stock Election Shares") and all shares of Company Common Stock covered by Non-Elections (the "Non-Election Shares") shall be converted into the right to receive Buyer Shares, and the All Cash Election Shares shall be converted into the right to receive Buyer Shares and cash in the following manner:
Allocation and Proration. The Sellers shall pro-rate rents, operating expenses, water and sewer charges, and other utilities and all prepaid assets and liabilities and assessments relating to the Designated Plants based upon the number of days on or prior to, and the number of days after, the Closing Date in the relevant period. The Sellers shall be responsible for all such amounts with respect to the Designated Plants for the portion of such periods that ends on the Closing Date, and the Purchaser shall be responsible for all such amounts in respect of the Designated Plants for the portion of such periods beginning after the Closing Date. To the extent any amounts to be pro-rated hereunder are not definitively known as of the Closing, the parties shall use their best estimate for purposes of calculating the amounts payable at the Closing, subject to true-up as appropriate and as soon as reasonably practicable when the final amounts are known. For the avoidance of doubt, notwithstanding the foregoing, Article 7, rather than this Section 1.5, shall exclusively apply for purposes of allocating the parties’ liability for Taxes.