Proportionate Tag-Along Sample Clauses

Proportionate Tag-Along. In the event that one or more holders of Class A Shares proposes to transfer all or any part of their shares to a Third Party (a “Tag-Along Purchaser”) in an amount which does not transfer Control over MédiaRéseaux (a “Tag-Along Offer”), UPC shall provide written notice (the “Tag-Along Offer Notice”) of the Tag-Along Offer to Suez at least fifteen (15) days prior to the proposed consummation of the Tag-Along Offer. The Tag-Along Notice shall identify the Tag-Along Purchaser, the number of Class A Shares to be transferred, the proposed amount and form of consideration per Class A Share (and if such consideration consists in whole or in part of property other than cash, UPC will provide such information relating to such consideration, to the extent reasonably available to it, as Suez may reasonably require in order to evaluate such non-cash consideration). During the fifteen (15)-day period following receipt of the Tag-Along Offer Notice, Suez shall have the right, upon sending an irrevocable written notice to UPC referring to this Section 3.3(c), to have a proportionate number of the Class B Shares included in such transfer. For example, if the proposed transfer to the Third Party involves 10% of the Class A Shares, then Suez would have the right to sell 10% of its Class B Shares. All sales of Class B Shares by Suez pursuant to this Section 3.3(c) shall be made upon terms identical to those proposed by the Third Party to the holders of the Class A Shares and shall be made simultaneously with the sale of such Class A Shares; provided, however, that where the consideration per share that is payable by the Third Party consists of non-cash consideration, the Third Party may, at its option, choose to substitute the cash value of that consideration (in which case the consideration to be paid to Suez shall be equal to the Fair Market Value of such non-cash consideration as determined pursuant to Section 4.4).
Sample 1
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Related to Proportionate Tag-Along

  • Proportionate Share The term "Proportionate Share" shall mean each Stockholder's respective percentage ownership interest in the Company as set forth on Exhibit A.

  • Proportionate Amounts Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

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

  • Tenant’s Proportionate Share [15%]. Such share is a fraction, the numerator of which is the Rentable Area of the Premises, and the denominator of which is the Rentable Area of the Project, as determined by Landlord from time to time. The Project consists of one building containing a total Rentable Area of 30,000 square feet.

  • ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the FINRA Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them. SCHEDULE B to the Amended and Restated Principal Underwriting Agreement ALLOCATION SCHEDULE The following relates solely to Class 529-C shares. The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule. Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • 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.

  • Allocation Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

  • 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.

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

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