Aggregate Pro Rata Portion definition

Aggregate Pro Rata Portion means, with respect to either the -------------------------- Ordinary Shares (including for all purposes of this defined term Non-Voting Ordinary Shares) or Preferred Shares (as the case may be): (i) with respect to any Non-Selling Holder who has delivered a Section 2.3 Notice, the number equal to the product of (A) the number of Offered Shares of the class of Shares as to which a determination is being made, multiplied by (B) a fraction, the numerator of which shall be the total number of Shares2 of such class owned by such Non-Selling Holder and the denominator of which shall be the total number of Shares of such class held by all Non-Selling Holders who have delivered such a notice; and (ii) with respect to any Non-Selling Holder who has delivered a Subsequent Section 2.3 Notice, the number equal to the product of (A) the number of Remaining Offered Shares of the class of Shares to which the determination is being made, multiplied by (B) a fraction, the numerator of which shall be the total number of Shares of such class owned by such Non-Selling Holder and the denominator of which shall be the total number of Shares of such class held by all Non-Selling Holders who have delivered such a notice; provided that in -------- calculating the Aggregate Pro Rata Portion with respect to any Non-Selling Holder who is a Management Shareholder, Shares held by such Management Shareholder shall not include any Shares other than those received by such Management Shareholder on the Closing Date (the "Initial Shares") and any additional Shares received by -------------- such Management Shareholder with respect to such Initial Shares.
Sample 1
Aggregate Pro Rata Portion means the number equal to the product of (i) (A) the number of Bankrupt Shares or (B) the number of Remaining Bankrupt Shares, as the case may be, multiplied by (ii) a fraction, the numerator of which shall be the total number of Shares held by the Electing Stockholder, and the denominator of which shall be the total number of Shares held by (A) all Electing Stockholders or (B) all Remaining Electing Stockholders, as the case may be.
Sample 1
Aggregate Pro Rata Portion means, as of any date of calculation, in the case of each Company Securityholder, a fraction, expressed as a percentage, (a) the numerator of which is (i) the number of shares of Company Common Stock owned by such Company Securityholder immediately prior to the Effective Time, plus (ii) the number of shares of Company Common Stock issuable upon the conversion of all of the shares of Company Preferred Stock owned by such Company Securityholder immediately prior to the Effective Time pursuant to the Company Organizational Documents, plus (iii) the number of shares of Company Common Stock that are underlying Company Vested Options owned by such Company Securityholder immediately prior to the Effective Time (clauses (i), (ii) and (iii) together, expressed as a whole number), and (b) the denominator of which is the number of shares of Company Common Stock outstanding on a fully diluted basis as of immediately prior to the Effective Time (excluding any shares of Company Common Stock canceled pursuant to Section 2.8(b) and any shares of Company Preferred Stock canceled pursuant to Section 2.9(b) ) (expressed as a whole number).
Sample 1

Examples of Aggregate Pro Rata Portion in a sentence

  • The sum of the Pro Rata Portions for all Investors equals the "Aggregate Pro Rata Portion".

  • If the Adjustment is a positive amount, then not later than three (3) Business Days after the date on which the Statement is deemed to be the Final Statement, Parent shall pay to the Escrow Agent the amount equal to the Adjustment and the Escrow Agent will distribute to each Company Securityholder such Company Securityholder’s Aggregate Pro Rata Portion of the Adjustment, net of applicable withholding Taxes, by wire transfer of immediately available funds.

  • For the sake of clarity, the maximum amount of the New Securities that the Investors have the right hereunder to purchase shall not exceed the Aggregate Pro Rata Portion of the New Securities.


More Definitions of Aggregate Pro Rata Portion

Aggregate Pro Rata Portion means, with respect to each Seller or Option Holder, the pro rata portion calculated in accordance with the spreadsheet attached as Schedule 1.01-PRP.
Sample 1
Aggregate Pro Rata Portion means, as of any date of calculation, in the case of each Company Securityholder, a fraction, expressed as a percentage, (a) the numerator of which is (i) the number of shares of Company Common Stock owned by such Company Securityholder immediately prior to the Effective Time, plus (ii) the number of shares of Company Common Stock issuable upon the conversion of all of the shares of Company Preferred Stock owned by such Company Securityholder immediately prior to the Effective Time pursuant to the Company Organizational Documents, plus (iii) the number of shares of Company Common Stock that are underlying Company Vested Options owned by such Company Securityholder immediately prior to the Effective Time (clauses (i), (ii) and (iii) together, expressed as a whole number), and (b) the denominator of which is the number of shares of Company Common Stock outstanding on a fully diluted basis as of immediately prior to the Effective Time (excluding any shares of Company Common Stock canceled pursuant to Section 2.8(b) and any shares of Company Preferred Stock canceled pursuant to Section 2.9(b)) (expressed as a whole number).
Sample 1
Aggregate Pro Rata Portion means, with respect to each Holder, the aggregate sum of the Pro Rata Portions applicable to the Company Stock, Company Warrants and Vested Company Options held by such Holder. For the avoidance of doubt, the sum of the Aggregate Pro Rata Portion of all Holders shall be equal to one hundred percent (100%).
Sample 1

Related to Aggregate Pro Rata Portion

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Proportionate Percentage means the percentage that expresses the ratio of (x) the number of issued and outstanding shares of capital stock of the Company (on an as converted basis) then owned of record by such stockholder over (y) the aggregate number of outstanding shares of capital stock of the Company (on an as converted basis).

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

  • Class C Percentage means at any time the percentage equivalent of a fraction, the numerator of which is the Outstanding Amount of the Class C Notes and the denominator of which is the sum of the Outstanding Amount of all the Notes.

  • Aggregate Senior Percentage With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is equal to the aggregate Class Certificate Balance of the Senior Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all the Mortgage Loans as of the Due Date in the month preceding the month of such Distribution Date (after giving effect to Principal Prepayments in the Prepayment Period related to that prior Due Date).

  • PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the excess of the Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is such Required Coupon. As to any Non-Discount Mortgage Loan, 0%.

  • Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Final Payment Percentage is five percent (5.00%).

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Funding Percentage means with respect to any Payment Date, the percentage derived from the fraction the numerator of which is the Pre-Funded Amount and the denominator of which is the sum of the aggregate Principal Balance of Receivables transferred to the Trust and the Pre-Funded Amount, in each case, as of the last day of the related Collection Period.

  • Investor Percentage means for any Monthly Period, (a) with respect to Finance Charge Receivables and Default Amounts at any time and Principal Receivables during the Revolving Period, the Floating Investor Percentage and (b) with respect to Principal Receivables during the Controlled Accumulation Period or the Rapid Amortization Period, the Fixed Investor Percentage.

  • Non-PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the Required Coupon. As to any Non-Discount Mortgage Loan, 100%.

  • Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095.

  • Class B Percentage Any one of the Class B-1 Percentage, Class B-2 Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or Class B-6 Percentage.

  • Aggregate Amount means the aggregate amount by which the resolution authority has assessed that eligible liabilities are to be written down or converted, in accordance with Article 46(1);

  • Participation Amount as defined in Section 3.4(b).

  • Contribution Percentage Amounts means the sum of the Employee Contributions, Matching Contributions, and Qualified Matching Contributions (to the extent not taken into account for purposes of the ADP test) made under the Plan on behalf of the participant for the Plan Year. Such Contribution Percentage Amounts shall not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions. If so elected in the adoption agreement the Employer may include Qualified Nonelective Contributions in the Contribution Percentage Amounts. The Employer also may elect to use Elective Deferrals in the Contribution Percentage Amounts so long as the ADP test is met before the Elective Deferrals are used in the ACP test and continues to be met following the exclusion of those Elective Deferrals that are used to meet the ACP test.

  • Aggregate Excess Funding Amount has the meaning specified in Section 2.2(c)(iv).

  • Sharing Percentage means, with respect to any Partner and any Portfolio Investment, a fraction, expressed as a percentage: the numerator of which is the aggregate amount of Capital Contributions made by such Partner and used to fund the cost of such Portfolio Investment; and the denominator of which is the aggregate amount of Capital Contributions made by all Partners and used to fund the cost of such Portfolio Investment.

  • Voting Percentage means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Commitments, the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Loans (including for purposes of this definition, such Lender’s risk participation in outstanding Swing Line Loans), plus (B) such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, then constitutes of (ii) the Outstanding Amount of all Loans and L/C Obligations; provided, however, that if any Lender is a Defaulting Lender, then such Lender’s Voting Percentage shall be deemed to be zero percent (0%), and the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such Lender’s Commitment or the outstanding amount of its Loans, and L/C Advances, as the case may be; provided further that, the amount of any risk participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.