Pro Rata Portion. The Employer shall pay the Executive an amount equal to a pro-rata portion of the amount of the annual cash bonus that the Executive would have earned under the Employer’s annual incentive program in respect of the calendar year in which the Executive’s termination of employment occurred, based on the Employer’s achievement of the applicable criteria for such year. Such amount shall be pro-rated based on the period of time from January 1 of the calendar year in which the termination occurred to the date of actual termination of employment, notwithstanding any contrary term of the incentive program that would require the Executive to remain employed until the date of payment. This payment shall be made when the Employer makes its incentive payments to its active employees under and in accordance with the terms of the applicable annual incentive program.
Pro Rata Portion. The “Pro Rata Portion” for any Performance Year is calculated as follows: Where: P = Number of Performance Shares relating to such Performance Year; and M = Number of Months that the Participant was employed from the commencement of that Performance Year through the end of the month in which the Participant’s Termination Date occurred (but not more than 12). For purposes of the foregoing calculation, the number of months that the Participant was employed during a Performance Year shall be reduced by the number of months of any period of Disability during such Performance Year in excess of 26 weeks since the commencement of the Disability. In the case of a Disability extending longer than 26 weeks, the “Pro Rata Portion” for any Performance Year is calculated as follows: Where:
A = Number of Performance Shares relating to a given Performance Year; and D = Number of months of Disability in excess of 26 weeks since the commencement of the Disability. For purposes of the foregoing calculations, one (1) or more days worked in a given month is counted as a full month of active employment; and one or more days on Disability in a given month in which the duration of Disability has not yet exceeded 26 weeks is also counted as a full month of active employment.
Pro Rata Portion. The Employer shall pay the Executive an amount equal to a pro-rata portion of the amount of the annual cash bonus that the Executive would have earned under the Employer’s annual incentive program in respect of the calendar year in which the Executive’s termination of employment occurred, based on the Executive’s then current Target Bonus Percentage. Such amount shall be pro-rated based on the period of time from January 1 of the calendar year in which the termination occurred to the date of actual termination of employment, notwithstanding any contrary term of the incentive program that would require the Executive to remain employed until the date of payment. Such amount shall be paid as a lump-sum payment no later than sixty (60) days following the date of the Executive’s termination of employment.
Pro Rata Portion. The number of Equity Securities the INVESTOR shall be offered and may purchase shall be determined by the following formula: Number of Equity Securities which the INVESTOR shall be offered and may purchase = (Number of Common Shares held by the INVESTOR on a Fully Converted Basis immediately prior to the Treasury Offer / Number of Common Shares held by all being offered shareholders of the Corporation on a Fully Converted Basis immediately prior to the Treasury Offer) X Total Number of Equity Securities being offered.
Pro Rata Portion. For purposes of this Agreement, "Pro Rata Portion", with respect to any Original Holder, shall mean that Original Holder's pro rata portion of the total number of Escrow Holdback Shares based on the total number of shares of Buyer Class A Common Stock issued to such Original Holder at the Effective Time pursuant to Sections 3.1 and 3.7 of the Merger Agreement and the total number of shares of Buyer Class A Common Stock issuable to all Original Holders at the Effective Time pursuant to Sections 3.1 and 3.7 of the Merger Agreement.
Pro Rata Portion. The number of shares SAP AG shall be entitled to purchase pursuant to the exercise of the Pro Rata Right shall be determined as follows.
(a) Pro Rata Shares" shall equal a number of shares such that the SAP Percentage Prior to the Issuance shall equal the SAP Percentage After the Issuance. The "SAP Percentage Prior to the Issuance" shall equal the quotient obtained by dividing (i) the number of shares of common stock beneficially owned by SAP AG immediately prior the sale of the Additional Shares specified in the Sale Notice by (ii) the total number of shares of common stock outstanding immediately prior to the sale of the Additional Shares specified in the Sale Notice and the Pro Rata Shares, and the "SAP Percentage After the Issuance" shall equal the quotient obtained by dividing (x) the sum of (A) the number of shares of common stock beneficially owned by SAP AG immediately prior the sale of the Additional Shares specified in the Sale Notice and (B) the number of Pro Rata Shares, divided by (y) sum of (X) the total number of shares of common stock outstanding immediately following the sale of the Additional Shares specified in the Sale Notice and (Y) the number of Pro Rata Shares.
Pro Rata Portion. The term “Pro Rata Portion” shall mean, with respect to each Member, the Basic Fractional Interest multiplied by the number of units owned by such Member.
Pro Rata Portion. Any Piggyback Registration shall include only such number of shares of Stock of each Piggyback Investor electing to include Stock in such offering as is not in excess of the product obtained by multiplying (i) the aggregate number of shares of Piggyback Stock described in the Registration Notice by (ii) a fraction, the numerator of which is the number of shares of Stock (on an as-converted basis after giving effect to the exercise or conversion, as applicable, of all Derivative Securities) at the time owned by such Piggyback Investor and the denominator of which is the total number of shares of Stock (on an as-converted basis after giving effect to the exercise or conversion, as applicable, of all Derivative Securities) owned by the Significant Holder and all Piggyback Investors. Notwithstanding the foregoing, in the event that the managing underwriter or underwriters shall advise the Company in writing that, in its or their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Company, the Company will reduce the proportionate number of shares of Stock to be included in such offering by the Significant Holder and the Piggyback Investors on a pro rata basis to an amount acceptable to the managing underwriters or underwriters and the Company.
Pro Rata Portion. For purposes of this Section 3, “Pro Rata Portion” shall mean, a portion of such Stockholder’s Capital Stock equal to the product of (i) all of Stockholder’s Capital Stock multiplied by (ii) a fraction whose numerator is the total amount of Capital Stock being Transferred by the Genstar Parties in such Genstar Approved Sale and whose denominator is the total amount of Capital Stock then held (prior to giving effect to such Genstar Approved Sale) by the Genstar Parties.
