Share Percentage Sample Clauses

Share Percentage. The percentage of the total issued and outstanding share capital of the Company represented by the Subscription Shares issued to each Purchaser pursuant to this Agreement (calculated based on the total issued and outstanding share capital of the Company as of June 3, 2016 and on a fully diluted basis (as defined in Exhibit B) after giving effect to the convertible notes issuable pursuant to the Closing and the Convertible Note Purchase Agreement) is as set forth in Exhibit B.
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Share Percentage. “ Share Percentage” means, as to a Shareholder, the percentage shareholding in the outstanding share capital of the Company, as amended from time to time.
Sample 1
Share Percentage. On each Calculation Date (the "RELEVANT CALCULATION DATE") or on the date that the Mortgages Trust terminates, the Current Funding 1 Share Percentage will be recalculated and the recalculated amount will take effect from the next Distribution Date. The "CURRENT FUNDING 1 SHARE PERCENTAGE" will be an amount, expressed as a percentage (calculated to an accuracy of five decimal places (rounded upwards), equal to: A - B - C + D + E + F --------------------- x 100 G where, A = the Current Funding 1 Share as calculated on the immediately preceding Calculation Date (or, in the case of the first Calculation Date, the Initial Funding 1 Share as at the Initial Closing Date); B = the amount of any Principal Receipts to be distributed to Funding 1 on the Distribution Date immediately following the relevant Calculation Date in accordance with the provisions described in CLAUSE 11 below; C = the amount of any Losses sustained on the Loans in the period from the last Calculation Date to the relevant Calculation Date and the amount of any reductions occurring in respect of the Loans as described in PARAGRAPHS (I) to (IV) of CLAUSE 8.4(A), in each case allocated to Funding 1 in the Calculation Period ending on the relevant Calculation Date; D = an amount equal to any consideration to be paid by Funding 1 to the Seller in relation to any New Loans to be assigned to the Mortgages Trustee on the Distribution Date immediately following the relevant Calculation Date; E = an amount equal to any consideration to be paid by Funding 1 to the Seller in relation to any acquisition by Funding 1 from the Seller on the Distribution Date immediately following the relevant Calculation Date of an interest in the Trust Property; F = an amount equal to any Capitalised Interest accruing on a Loan due to Borrowers taking payment holidays or which has been allocated to Funding 1 since the immediately preceding Calculation Date, less the amount to be paid by the Seller on the relevant Distribution Date to acquire an interest in the Trust Property in accordance with CLAUSE 6 above; and G = the aggregate Outstanding Principal Balance of all the Loans constituting the Trust Property as at the relevant Calculation Date including after making the distributions, allocations and additions referred to in (B), (C), (D), (E) and (F) above, and after taking account of any distributions of Principal Receipts to Funding 1 and the Seller, the amount of any Losses allocated to Funding 1 and the Seller, the amo...
Sample 1
Share Percentage. Under this Agreement, the Reinsurer reinsures [*] (the "Quota Share Percentage") of both the fixed account and the separate account liabilities and Guaranteed Benefits of the Ceding Company arising under the Policies, net of [*] in effect as of the Effective Date of this Agreement. SCHEDULE B - MODCO RESERVE INVESTMENT CREDIT
Sample 1
Share Percentage. 1.9(a)(i) Shareholders Equity Amount...........................................1.8(a) Software............................................................2.11(c) Stockholders Agreement...............................................1.5(d) Stone 1998.........................................................Preamble Tax Return..........................................................2.22(e) Tax(es).............................................................2.22(e) Third Party Intellectual Property Rights............................2.11(c) TIS Entities..............................................................2 TIS Entity................................................................2
Sample 1
Share Percentage. The percentage of the total issued and outstanding share capital of the Company represented by the Subscription Shares issued to each Purchaser pursuant to this Agreement (calculated based on the total issued and outstanding share capital of the Company as of June 3, 2016 and on a fully diluted basis 14 (as defined in Exhibit B) after giving effect to the convertible notes issuable pursuant to the Closing and the Convertible Note Purchase Agreement) is as set forth in Exhibit B. Section 4.2 Representations and Warranties of Each Purchaser. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as of the date hereof and as of the Closing, as follows: (a)
Sample 1

Related to Share Percentage

  • 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.

  • 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

  • Reserve Percentage For any Interest Period, that percentage which is specified three (3) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such Interest Period and with a maturity equal to such Interest Period.

  • per Share The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).

  • 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.

  • Maximum Percentage A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

  • Ownership Limitation; Commitment Amount At the request of the Company, the Investor shall inform the Company of the number of shares the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its Affiliates (on an aggregated basis) to exceed 9.99% of the then outstanding voting power or number of Common Shares (the “Ownership Limitation”). Upon the written request of the Investor, the Company shall promptly (but no later than the next business day on which the transfer agent for the Common Shares is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. In connection with each Advance Notice delivered by the Company, any portion of the Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event.

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