Aggregate Pro Rata Portion definition

Aggregate Pro Rata Portion means the number equal to the product of (i) (A) the number of Offered Shares or (B) the number of Remaining Offered 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, 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 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; 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, 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

Examples of Aggregate Pro Rata Portion in a sentence

  • 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.

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

  • No Indemnifying Party shall be liable for any Fraud or willful breach committed by any other Holder, except the Fraud or willful breach of such other Holder that also constitutes Fraud or willful breach by the Company or any Subsidiary, and for each other claim, an Indemnifying Party shall only be liable for its Aggregate Pro Rata Portion of any Losses related to such claim.

  • The Holdback Amount retained for each Unresolved Claim shall be released (to the extent such funds are not utilized to indemnify any Indemnified Party for such Unresolved Claim in accordance with the terms of this Agreement) by Parent to the Paying Agent and Surviving Corporation, respectively, for further distribution to the Holders in accordance with their respective Aggregate Pro Rata Portion as set forth in this Agreement upon the resolution of such Unresolved Claim in accordance with this Article VII.

  • If the Electing Stockholders collectively elect to acquire an aggregate number of shares greater than the total number of the Bankrupt Shares, each Electing Stockholder will be allocated a number of the Bankrupt Shares, up to the number of shares specified in such Electing Stockholder's notice to the Company, equal to such Electing Stockholder's Aggregate Pro Rata Portion (as hereinafter defined) of the Bankrupt Shares.

  • Upon deposit of the Representative Expense Amount with the Representative in accordance with this Section 1.8(b)(iv), for all purposes Parent shall be deemed to have paid each Holder’s Aggregate Pro Rata Portion of the Representative Expense Fund (and Parent shall have no further liability with respect thereto) and then each such Holder shall be deemed to have voluntarily contributed such amount to the Representative Expense Fund.


More Definitions of Aggregate Pro Rata Portion

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, 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 has the meaning set forth in Section 4.2(a) of this Agreement.

  • 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 B-6 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for such Distribution Date will be zero.

  • 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 As to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate of the Class Principal Amounts of the Class 1-A1, Class 1-A2, Class 1-AR, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1 and Class 5-A2 Certificates and the denominator of which is the Aggregate Stated Principal Balance for such date, but in no event greater than 100%.

  • 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.

  • Class B-2 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.

  • 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 and unvested) then owned by such Partner by the number of Units (vested and unvested) then owned by all Partners.

  • Funding Percentage means, for each Lender at the time of any Revolving Borrowing or Revolving Facility LC Issuance, (i) if there is no Aggregate Canadian Sub-Facility Exposure, such Lender’s Fixed Commitment Percentage, or (ii) if there is any Aggregate Canadian Sub-Facility Exposure, such Lender’s Adjusted Commitment Percentage.

  • 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).

  • Class B-4 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for such Distribution Date will be zero.

  • 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.

  • Original Class B-6 Percentage The Class B-6 Percentage as of the Cut-Off Date, as set forth in Section 11.13.

  • Aggregate Excess Funding Amount of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to the Agents, L/C Issuers and other Lenders under the Loan Documents, including such Lender’s share of all Revolving Loans, Letter of Credit Obligations, plus, without duplication, (B) all amounts of Letter of Credit Obligations of such Non-Funding Lender reallocated to other Lenders pursuant to subsection 1.11(e)(ii).

  • Sharing Percentage means, with respect to any Member, a percentage, expressed as a fraction the numerator of which is the number of Units held by such Member and the denominator of which is the aggregate number of Units held by all Members.

  • 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.