Rata Share Sample Clauses

Rata Share. The Selling Key Shareholder shall indicate on such notice the number of shares of Stock it then holds that it wishes to sell pursuant to this Section 4 (the “Selling Key Shareholder Shares”). The sale of the Selling Key Shareholder Shares shall occur within twenty-five (25) days from the beginning of the Co–Sale Period (the “Closing”). This Right of Co–Sale shall not apply with respect to Offered Stock sold to the Company or a Key Shareholder pursuant to the Right of First Refusal.

Rata Share. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow Acquisition Facility Loans at any time prior to December 31, 1999. On December 31, 1999, the Borrower's option to borrow and reborrow Acquisition Facility Loans shall terminate, the Aggregate Acquisition Facility Commitment shall be reduced to zero and the outstanding principal balance of the Acquisition Facility Loans shall be repaid in sixteen (16) equal consecutive quarterly installments of principal, payable on the last Business Day of each fiscal quarter of the Borrower, commencing on December 31, 1999 and continuing thereafter until the Tranche A Term Loan Termination Date, and the Acquisition Facility Loans shall be permanently reduced by the amount of each installment on the date payment thereof is made hereunder. Notwithstanding the foregoing, the final installment shall be in the amount of the then outstanding principal balance of the Acquisition Facility Loans. In addition, the then outstanding principal balance of all Acquisition Facility Loans, if any, shall be due and payable on the Tranche A Term Loan Termination Date."

Rata Share. The Buyer and Seller shall fund, each in accordance with its respective Pro-Rata Share, any retainers, advances, and regular invoices required or sent by the counsel employed for such enforcement (such amounts to be credited or deducted from the actual amounts owed by the either Buyer or Seller under the immediately preceding sentence) and each party shall reimburse the other party for such party’s costs or expenses that are not satisfied out of the Proceeds of such enforcement and are in excess of such party’s Pro-Rata Share. Nothing contained herein shall limit the Buyer from retaining, at its expense, separate outside counsel who shall be permitted, where reasonably practical, to consult with the lead counsel selected by the Seller for such enforcement.

Rata Share. The Offering Party shall have the right to Transfer pursuant to the third party’s offer, the total number of Shares to be acquired by the third party, minus the number thereof to be sold by the Offeree Party exercising its tag along rights pursuant to this Section 7 and the immediately preceding sentence.

Rata Share. Wherever pro-rata share is mentioned in this lease, pro-rata share shall be defined as the ratio of the LESSEES' demised area as compared to the total net rentable area of the building of which the demised area is a part. Subject to increase under LESSEE'S "Option to Lease Additional Space," LESSEE's pro-rata share of the building of which the demised premises is a part is 33%.

Rata Share. For purposes of the above computation, the Rentable Square Feet of the Property is Fifty Nine Thousand Five Hundred Twenty Three (59,523) square feet, subject to change 3 based upon remeasurement and/or expansion of the Property. As to any calendar year a portion only of which is contained in the Term, Tenant's obligation for Additional Rent shall be prorated on the basis of the actual number of days in the portion of such calendar year contained in the Term. Tenant shall pay to Landlord Additional Rent in the following manner: During the first calendar year, or the portion of the year commencing on the Delivery Date, of this Lease, Tenant shall pay to Landlord on the first day of each calendar month one-twelfth (1/12) of the amount as estimated by Landlord. If operating expenses increase so that Tenant's Pro-Rata Share exceeds the amount paid by Tenant during any year, then the foregoing amount may be adjusted by Landlord at the end of any calendar year on the basis of Landlord's experience and/or reasonably anticipated cost. Within a reasonable time following the end of each calendar year, Landlord shall furnish Tenant a statement covering the calendar year just expired, certified as correct by a certified public accountant or an officer of Landlord, showing the total operating expenses, Tenant's Pro-Rata Share of operating expenses for such calendar year and the payments made by Tenant with respect to such calendar year as set forth in this paragraph. If said operating expenses exceed Tenant's payments so made, Tenant shall pay Landlord the deficiency within ten (10) days after receipt of said statement. If said payments exceed Tenant's Pro-Rata Share of operating expenses, Tenant shall be entitled to offset the excess against payments thereafter to become due to Landlord as set forth in this paragraph. During the initial Term of the Lease, Tenant's pro-rata share of the Operating Expenses, excluding insurance, shall not exceed the Operating Expense Cap set forth in Section 1.1 above.

Rata Share. Each of the Borrowers acknowledges and agrees that, if the outstanding principal balance of the Revolving Loan outstanding from time to time exceeds the aggregate face amount of the Revolving Credit Notes, the excess shall bear interest at the rates provided from time to time for advances under the Revolving Loan evidenced by the Revolving Credit Notes and shall be payable, with accrued interest, ON DEMAND.

Rata Share. The date of final determination of Losses shall be the date on which such Losses are agreed by the applicable Indemnifying Party, or the date of a final, nonappealable order of a court of competent jurisdiction or other arbitrator or arbitral body. The number of Purchaser Units and shares of Parent Class B Common Stock to be paid in connection with the indemnification hereunder shall be equal to the amount of the applicable Losses divided by the Parent Class A Per Share Price (rounded down to the nearest whole share). For purposes of this Agreement, the term “Parent Class A Per Share Price” shall mean the average of the volume weighted averages of the trading prices of Parent Class A Common Stock on the New York Stock Exchange (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by the parties) on each of the ten (10) consecutive trading days ending on (and including) the trading day that is two (2) trading days prior to the date of the final determination of the Losses. If any Seller does not comply with its obligations pursuant to the foregoing within such five (5) Business Day period, Purchaser shall be entitled to, without further action of any party, irrevocably cause the transfer of an amount of Purchaser Units held of record by such Seller to Parent that is equal to such Seller’s Pro Rata Share of the amount of such Losses incurred pursuant to Section 10.2(a), divided by the Parent Class A Per Share Price (rounded down to the nearest whole share), and Purchaser shall thereafter reflect such transfer on its books and records in accordance with the Restated Purchaser LLC Agreement. Upon delivery of a Claim Notice or other notice of indemnification pursuant to Section 10.3 by a Purchaser Indemnitee, Purchaser shall be entitled to place a stop transfer order with respect to, and until final determination of such indemnification claim shall not permit the transfer of, an amount of Purchaser Units (calculated in accordance with the preceding sentence) held of record by the applicable Seller or Sellers that would be sufficient to satisfy the indemnification obligation of such Seller or Sellers as set forth in such Claim Notice or other notice of indemnification, assuming a final determination of indemnification in favor of the Purchaser Indemnitee in the amount of Losses set forth in such Claim Notice or other notice of indemnification. If any Purchaser Units are transferred to Parent pursuant to thi...

Rata Share. All personal property taxes charged or levied against Tenant's furniture, fixtures and equipment in the Leased Premises shall be paid by Tenant.

Rata Share. Landlord and Tenant agree that the Demised Premises constitute 27.8% of the total rentable space within the building at 00 Xxxx Xxxxxx and wherever this Lease provides for pro-rata share, this percentage will be used to make such computation.