Pro Rata Dilution Sample Clauses

Pro Rata Dilution. Initially, the Carried Interest Points for the Carried Interest Annual Pool for 2005 will be allocated as set forth in Schedule I. If an additional Partner is admitted to the Partnership following the award of Carried Interest Points in any fiscal year or any other Partner receives a Carried Interest Point award which the General Partner determines is not to come from Reserved Carried Interest Points, from Reallocated Carried Interest Points or from Forfeited Carried Interest Points, the number of Carried Interest Points of the Partners will be reduced on a pro rata basis by the number of Carried Interest Points so awarded unless otherwise determined by the General Partner.
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Pro Rata Dilution. The Members' Ownership Interest will be subject to dilution for financing agreements, management incentives, and acquisition of capital after Closing from third parties, ratably with other Seller Units as a result of issuance of additional membership interests in ACME, as permitted by the ACME Operating Agreement.
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Pro Rata Dilution. Initially, the Carried Interest Points for the Carried Interest Annual Pool for 2006 will be allocated as set forth in Schedule I. During any fiscal year of the Partnership, the General Partner may determine to award Carried Interest Points to a Limited Partner that do not come from Reserved Carried Interest Points, from Reallocated Carried Interest Points or from Forfeited Carried Interest Points, and in such case the Carried Interest Points so awarded shall dilute the other Partners in proportion to their respective Carried Interest Points for such fiscal year; provided, however, that: (i) the General Partner shall not award Carried Interest Points pursuant to this sentence for any fiscal year other than the fiscal year in which such award is made; and (ii) the Carried Interest Points of an SAVP Partner shall not be diluted pursuant to this sentence except in consequence of awards of Carried Interest Points to SAVP Partners.
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Pro Rata Dilution. The General Partner shall have the right at any time and from time to time, in its sole discretion, to issue additional Vintage Shares of any Series and to allocate such additional Vintage Shares among one or more Limited Partners or one or more additional Limited Partners admitted to the Partnership in accordance with Section 3.04, and (subject to the following sentence) such issuance of additional Vintage Shares shall dilute the outstanding Vintage Shares in respect of the applicable Series on a pro rata basis (for the avoidance of doubt, outstanding Vintage Shares shall only be diluted in relation to Investments which also relate to the additional Vintage Shares being issued). The General Partner shall make such adjustments to the applicable Sharing Percentages, Percentage Interests, Capital Accounts and Investment Accounts of each Limited Partner as it deems necessary to reflect any adjustment pursuant to the foregoing, and shall reflect such adjustments on the books and records of the Partnership.
Sample 1
Pro Rata Dilution. Shares of Holding stock or options for such shares will be issued or granted in order to attract and incentivize the New CEO and the management team for the Retailer. Such stock and options will dilute equally all holders of all stock of Holding then outstanding on a fully diluted basis (taking into account all shares issuable upon outstanding options) up to maximum dilution of 15% in the aggregate.
Sample 1

Related to Pro Rata Dilution

  • Pro Rata Fee If Subadviser should serve for less than the whole of any calendar quarter, its compensation shall be determined as provided above on the basis of the average daily net asset value of the Account for the period of that calendar quarter and shall be payable on a pro rata basis for the period of the calendar quarter for which it has served as Subadviser hereunder. In no event shall the Subadviser receive payment for any period of time during which there were no assets in the Account.

  • Pro Rata Payments Payments to the Holders shall be pro rata with other Holders who purchased Notes in the same oRering, based on the Principal Amount of each such Note. If a Holder receives a payment in excess of his, her, or its pro rata share, the excess shall be deemed to be held in trust for the benefit of other Holders.

  • Pro Rata Distributions During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Pro Rata Allocation 37 Prospectus....................................................................................37

  • Applicable Percentage Except as provided otherwise in the next sentence, the term "Applicable Percentage" shall mean: (i) 0% during the one-year period commencing on the Closing Date (ii) 20% during the one-year period commencing on the first anniversary of the Closing Date; (iii) 40% during the one-year period commencing on the second anniversary of the Closing Date; (iv) 60% during the one-year period commencing on the third anniversary of the Closing Date; (v) 80% during the one-year period commencing on the fourth anniversary of the Closing Date; and (vi) 100% on and after the fifth anniversary of the Closing Date. Notwithstanding the foregoing, (A) immediately prior to and after the occurrence of a Sale of the Company, such Applicable Percentage shall mean 100%, and (B) in the case of a termination of employment described in Section 7.2(a)(iii)(B), such Applicable Percentage in clauses (i), (ii) and (iii) shall be 0%, and in clauses (iv) and (v) and (vi) shall be 40%, 75% and 100%, respectively.

  • 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.

  • 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 Upon termination of employment for any reason other than discharge for proven or admitted dishonesty, an employee shall receive whatever vacation pay is due, prorated on the basis of the number of straight-time hours worked, provided that the employee has been in the continuous employ of the Employer for six (6) months or longer. Said vacation pay shall be prorated according to the ratio that the straight-time hours actually worked bear to 2,080 hours. The forfeiture of vacation pay for proven or admitted dishonesty shall not be retroactive beyond the employee's last anniversary date.

  • Anti-Dilution If prior to the exercise of any option granted hereunder Optionor shall have effected one or more stock split-ups, stock dividends, or other increases or reductions of the number of Shares of its common stock outstanding without receiving compensation therefor in money, services or property, the number of Shares of common stock subject to the options hereby granted shall (a) if a net increase shall have been effected in the number of outstanding shares of Optionor's common stock, be proportionately increased and the cash consideration payable per Share shall be proportionately reduced; and (b) if a net reduction shall have been effected in the number of outstanding Shares of Optionor's common stock, be proportionately reduced and the cash consideration payable per Share be proportionately increased.

  • Pro Rata Treatment Except to the extent otherwise provided herein:

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