Determination of Pro Rata Share Sample Clauses

Determination of Pro Rata Share. For the purposes of paragraphs (b) and (c) of this Section 4.1, the "pro rata share" to be tendered to the Union shall be determined by dividing the monthly dues uniformly charged by the Union to all employees who are members of the Union by the total number of days in the month and multiplying the result by the number of days remaining in the calendar month after the employee is required to pay such share.
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Determination of Pro Rata Share. For purposes of this Section 4, each Investor's "Pro Rata Share" is the ratio of (i) the total number of shares of Common Stock and Preferred Stock of the Company held by such Investor as of the date of the Notice (on an as-converted to Common Stock basis) to (ii) the total aggregate shares of Common Stock and Preferred Stock of the Company held by all Investors as of such date (on an as-converted to Common Stock basis) that have elected to exercise the Investor Option that is exercisable at the time such "Pro Rata Share" is determined.
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Determination of Pro Rata Share. For purposes of Section 2 above, each Preferred Holder's "Pro Rata Share" is the ratio of (i) the total number of shares of Common Stock and Preferred Stock held by such Preferred Holder as of the date of the Notice (on an as-converted to Common Stock basis) to (ii) the total aggregate shares of Common Stock and Preferred Stock held by all Preferred Holders as of such date that have elected to exercise the Preferred Holder Option (on an as-converted to Common Stock basis).
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Determination of Pro Rata Share. The Owner shall pay its pro rata share as determined by the Owner’s site-generated average daily traffic calculated using the Institute of Transportation Engineer's publication entitled Trip Generation, as amended, or by an alternate method of measuring daily traffic flow which has been approved by the DelDOT Development Coordination Section. The proration shall be of the total cost related to the installation and a one-time fee to cover the long term maintenance costs of the Signal and any additional right-of-way which may need to be acquired in connection with the installation and maintenance of the Signal. The pro-rata share shall also be based on the planned development of other developments or projects in the area where the owner and/or developer of these other developments or projects whose developments or projects would benefit from the Signal have also entered into an agreement with DelDOT.
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Determination of Pro Rata Share. For purposes of Section 2 above and this Section 4, each Investor's "Pro Rata Share" is the ratio of (i) the total number of shares of Common Stock, Series B, Series C, Series D and Series E Preferred Stock of the Company held by such Investor as of the date of the Notice (on an as-converted to Common Stock basis) to (ii) the total aggregate shares of Common Stock, Series B, Series C, Series D and Series E Preferred Stock of the Company held by all Investors as of such date (on an as-converted to Common Stock basis) that have elected to exercise the applicable Purchase Option or the Investor Option, as the case may be, that is exercisable at the time such "Pro Rata Share" is determined.
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Determination of Pro Rata Share. For purposes of this Section 2, each Investor's "pro rata share" is a ratio of (i) the total number of shares of Common Stock and Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company held by such Investor as of the date of the Investor Notice (on an as-if-converted to Common Stock basis) to (ii) the total aggregate shares of Common Stock and Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (on an as-if-converted to Common Stock basis) of the Company held by all Investors who deliver an Investor Notice as of such date.
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Determination of Pro Rata Share. For purposes of this Section 3, each Investor's "pro rata share" is a ratio of (i) the total number of shares of Common Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company held by an Investor as of the date of the Co-Sale Notice (on an as-if-converted to Common Stock basis) to (ii) the total aggregate shares of Common Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Company held by all Investors electing to sell to the Transferee or Transferees (on an as-if-converted to Common Stock basis).
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Determination of Pro Rata Share. Each Holder’s “Pro Rata Share” is the ratio of (i) the total number of shares of Common Stock (including shares of Common Stock issuable upon exercise or conversion of any then outstanding exercisable or convertible security of the Company held by such Holder) held by such Holder to (ii) the total issued and outstanding shares of Common Stock (including shares of Common Stock issuable upon exercise or conversion of any then outstanding exercisable or convertible security of the Company held by such Holder) of the Company (each ratio, an “Holder’s Pro Rata Share”) as of the date of the Notice.
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Determination of Pro Rata Share. Every tenant should make sure the actual number of square feet of its premises is determined fairly and accurately, and the number of total square feet in the office building or shopping center is accurately stated. Standards of measurement and definitions of “gross,” “leasable,” “rentable” and “usable” floor area differ between office buildings and shopping centers and also differ in many different geographical areas. Many trade groups, such as the Building and Owners Management Association (“BOMA”), Urban Land Institute (“ULI”), International Council of Shopping Centers (“ICSC”), National Association of Office and Industrial Properties (“NAIOP”), American Institute of Architects (“AIA”), local boards of real estate brokers and others often publish their own definitions. It is important for landlords and tenants alike to know which definition is being used and how that impacts each of them. The definitions often are a function of the market place, and are often used by landlords to disguise the real “rent per square foot” being charged. Sometimes this is done openly, other times quite surreptitiously. In one recent transaction made during the height of the “xxx.xxx” craze in California, we discovered a new standard for measuring square footage; the “drip line” measurement; i.e., if one were to run a hose and spew water on the building roof in large enough quantities to cause the run-off of water over the roof’s xxxxx to cause a line where if fell on the ground, that would be the “dripline,” and each floor would be measured, all around, from such line, even though it might be 3 or 4 feet outside of the building.
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Related to Determination of Pro Rata Share

  • Reallocation of Pro Rata Share to Reduce Fronting Exposure During any period in which any Revolving Credit Lender is a Defaulting Lender, for purposes of computing the amount of the obligation of each Revolving Credit Lender that is a Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Section 2.03, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. If the allocation described in this clause (iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures satisfactory to such L/C Issuer (in its sole discretion).

  • Availability of Lender's Pro Rata Share Agent may assume that each Revolving Lender will make its Pro Rata Share of each Revolving Credit Advance available to Agent on each funding date. If such Pro Rata Share is not, in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled to recover such amount on demand from such Revolving Lender without setoff, counterclaim or deduction of any kind. If any Revolving Lender fails to pay the amount of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify Borrower Representative and Borrowers shall immediately repay such amount to Agent. Nothing in this Section 9.9(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrowers may have against any Revolving Lender as a result of any default by such Revolving Lender hereunder. To the extent that Agent advances funds to any Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the same Business Day as such Advance is made, Agent shall be entitled to retain for its account all interest accrued on such Advance until reimbursed by the applicable Revolving Lender.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Reallocation of Pro Rata Share; Amendments For purposes of determining Lenders’ obligations to fund or participate in Loans or Letters of Credit, Agent may exclude the Commitments and Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c).

  • Notification of Advances, Interest Rates, Prepayments and Commitment Reductions Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. The Agent will notify each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give each Lender prompt notice of each change in the Alternate Base Rate.

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2016-4) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes. (b) On any date, the Issuer may, at the direction of the Beneficiary, replace all or a portion of the Required Subordinated Amount of Class B Notes, the Required Subordinated Amount of Class C Notes or the Required Subordinated Amount of Class D Notes, in each case for the Class A(2016-4) Notes with a different form of credit enhancement (including, without limitation, a cash collateral account, a letter of credit, a reserve account, a surety bond, an insurance policy or a collateral interest, or any combination thereof) and may add such definitions and other terms and make such additional amendments to this Terms Document as shall be necessary for such replacement without the consent of any Noteholders, provided that the Issuer has received written confirmation from each applicable Note Rating Agency that such replacement and such other amendments will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

  • Pro Rata Shares All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

  • Pro Rata Share A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • Determination of Applicable Interest Rate As soon as practicable on each Interest Rate Determination Date, Bank shall determine (which determination shall, absent manifest error in calculation, be final, conclusive and binding upon all parties) the interest rate that shall apply to the LIBOR Advances for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower.

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