Pro Rata Percentages Sample Clauses

Pro Rata Percentages. (a) At least two Business Days prior to the Closing, and then again (updated as necessary) at the Closing, the Osmotica Shareholders’ Representative shall deliver, or cause to be delivered, to the Vertical/Trigen Shareholders’ Representative: (i) a complete and correct statement setting forth (A) the name of each Osmotica Shareholder (it being understood, that, as regards any Altchem Co-Invest Vehicle, the equityholders thereof, and not such Altchem CoInvest Vehicle itself, shall be Osmotica Shareholders), (B) the number and type of Osmotica Shares owned by such shareholder as of the Closing and (C) the percentage (each, an “Osmotica Pro Rata Percentage”) of the total share capital of Osmotica owned by such shareholder as of immediately prior to the Closing and (ii) a certificate specifying any changes necessary to make the disclosures in the Osmotica Disclosure Schedule in response to Section 3.04 accurate as if “as of the date of this Agreement” and “as of the date hereof” or any similar expressions were replaced with “as of immediately prior to the Closing” to reflect (A) the exercise or issuance of the Osmotica Stock Option Agreements and the issuance or transfer of any capital stock of Osmotica in connection with any such exercise, and (B) any other issuance, transfer, forfeiture or termination of any capital stock of Osmotica, in the case of each of clauses (A) and (B), during the Pre-Closing Period. From and after the delivery of the statement referenced in clause (i) of the preceding sentence, any reference in this Agreement to the Osmotica Shareholders shall be a reference to such Osmotica Shareholders as are set forth in such statement.
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Pro Rata Percentages. The aggregate amount of any Sirion Indemnification Escrow Shares and/or Derivative Property released to a Claimant pursuant to this Agreement shall be deemed to have been derived from each Holder’s portion of the Escrow Fund in accordance with such Holder’s Pro Rata Percentage. Likewise, in the event of any release of Sirion Indemnification Escrow Shares and/or Derivative Property to the Holders pursuant to this Agreement, each Holder shall receive such Holder’s Pro Rata Percentage of the aggregate amount of such Sirion Indemnification Escrow Shares and/or Derivative Property.
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Pro Rata Percentages. Exhibit 1.1(c) of the Purchase Agreement shall be amended and restated, in its entirety, as attached hereto as Exhibit A.
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Pro Rata Percentages. Section 2.1(a)(i). Pro Rata Shares - Section 2.1(a)(i). Proceeding - Any claim, action, judgment, suit, hearing, governmental investigation, arbitration (to the extent binding on the Borrower or any of its Subsidiaries) or proceeding, including by or before any Governmental Authority. Property - Any existing or future interest of the Borrower or any of its Subsidiaries in any existing or future property or asset of any kind or nature, whether real, personal or mixed, or tangible or intangible, now owned or hereafter acquired or created (including without limitation the capital stock of any Subsidiary).
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Pro Rata Percentages. The aggregate amount of any Escrow Stock and/or Derivative Property released to a Claimant pursuant to this Agreement shall be deemed to have been derived from each Shareholder's portion of the Escrow Fund in accordance with such Shareholder's Pro Rata Percentage. Likewise, in the event of any release of Escrow Stock and/or Derivative Property to the Shareholders pursuant to this Agreement, each Shareholder shall receive such Shareholder's Pro Rata Percentage of the aggregate amount of such Escrow Stock and/or Derivative Property.
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Pro Rata Percentages. Section 2.1(a)(i). Pro Rata Shares - Section 2.1(a)(i). Proceeding - Any claim, action, judgment, suit, hearing, governmental investigation, arbitration (to the extent binding on the Borrower or any of its Subsidiaries) or proceeding, including by or before any Governmental Authority. Property - Any existing or future interest of the Borrower or any of its Subsidiaries in any existing or future property or asset of any kind or nature, whether real, personal or mixed, or tangible or intangible, now owned or hereafter acquired or created (including without limitation the capital stock of any Subsidiary). Quarterly Compliance Certificate - Section 5.8. Rapidforms Mortgage - The mortgage loan indebtedness of Rapidforms, Inc., to Penn Mutual Life Insurance Company as evidenced by that certain Mortgage dated February 7, 1989 between such parties. Real Property - All right, title and interest of the Borrower or any of its Subsidiaries (including any leasehold estate) in and to any parcel of real property owned, leased or operated by the Borrower or any of its Subsidiaries together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof. Regular Advances - Advances other than Swing Line Advances. Regulation D - Regulation D of the Board of Governors of the Federal Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and any successor thereto. Reimbursement Obligations - Section 2.2(c). Reserve - For any day, that reserve (expressed as a decimal) which is in effect (whether or not actually incurred) with respect to a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor or any other banking authority to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject including any board or governmental or administrative agency of the United States or any other jurisdiction to which a Lender (or any Affiliate of such Lender if applicable pursuant to Section 2.9(e)) is subject), for determining the maximum reserve requirement (including without limitation any basic, supplemental, marginal or emergency reserves) for Eurocurrency liabilities as defined in Regulation D. Reserve Percentage - For a Lender (or any Affiliate of such Lender if ap...
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Pro Rata Percentages. The aggregate amount of any Sytera Indemnification Escrow Shares and/or Derivative Property released to a Claimant pursuant to this Agreement shall be deemed to have been derived from each Holder’s portion of the Escrow Fund in accordance with such Holder’s Pro Rata Percentage. Likewise, in the event of any release of Sytera Indemnification Escrow Shares and/or Derivative Property to the Holders pursuant to this Agreement, each Holder shall receive such Holder’s Pro Rata Percentage of the aggregate amount of such Sytera Indemnification Escrow Shares and/or Derivative Property.
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Related to Pro Rata Percentages

  • Pro Rata Payments Except as otherwise provided herein, (a) each payment on account of the principal of and interest on the Loans and the fees described in Section 2.10 shall be made to the Agent for the account of the Lenders pro rata based on their Applicable Commitment Percentages, (b) all payments to be made by any Borrower for the account of each of the Lenders on account of principal, interest and fees, shall be made without diminution, setoff, recoupment or counterclaim, and (c) the Agent will promptly distribute to the Lenders in immediately available funds payments received in fully collected, immediately available funds from any Borrower.

  • 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.

  • Commitment Percentage With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement.

  • 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 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.

  • Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 11.20, 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.

  • Commitments and Applicable Percentages 5.01 Loan Parties Organizational Information 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate 5.10 Insurance 5.13 Subsidiaries; Other Equity Investments

  • 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.

  • Original Class A Percentage The Original Class A Percentage is 96.79331905%.

  • Reallocation of Applicable Percentages to Reduce Fronting Exposure During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; 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 Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

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