Allocation Shares definition

Allocation Shares has the meaning set forth in the LLC Agreement.
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Allocation Shares means any of the Company’s Allocation Shares as defined in the Operating Agreement.
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Allocation Shares means the limited liability company interests in the Company designated in the First Amended and Restated Operating Agreement as the “Allocation Interests” and redesignated herein as the “Allocation Shares”, as authorized pursuant to Section 3.1(b), and having the rights provided herein.
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Examples of Allocation Shares in a sentence

  • In each Allocation, a Validated Consultant’s award of Allocation Shares will be contingent on a vesting requirement that in the 12 months beginning with the Company’s Allocation Notice (“Vesting Period”) the Validated Consultant earn additional Points equal to or greater in number than the number of the Validated Consultant’s Points participating in that Allocation (“Vesting Condition”).

  • If the outstanding Common Stock of the Company is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares, dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Board of Directors in the number of unissued Plan Shares and in the number of Allocation Shares.

  • Qualified Consultants who have provided and verified such information, and been approved by the Company, are referred to as “Validated Consultants.”The number of Allocation Shares each Validated Consultant will be eligible to acquire will be the Validated Consultant’s pro rata portion of the Allocation Shares, based on the ratio of the number of the Qualifying Consultant’s Points to the aggregate number of Points of all Qualified Consultants participating in that Allocation.

  • A particular Purchaser's "pro-rata portion" of the Allocation Shares shall be determined by multiplying the number of Allocation Shares by a fraction, the numerator of which shall be the number of shares of Series D Preferred (determined on an as-converted basis) held by a particular Purchaser and the denominator of which shall be the total number of shares of Series D Preferred (determined on an as-converted basis) then outstanding.

  • SHARES The Purchasers that are interested in purchasing all or part of their respective pro-rata portion of the Allocation Shares shall advise the Company of their interest no later than the end of the aforesaid forty-eight (48) hour period, specifying the quantity of the applicable Purchaser's pro-rata portion of Allocation Shares that the Purchaser is interested in purchasing.

  • No Debtor or any of its affiliates or any other Person acting on its or its behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

  • The Company is authorized to issue one thousand (1,000) Allocation Shares.

  • The Transferee hereby agrees to purchase, pursuant and subject to the terms and conditions set forth in the Agreement and the Backstop Order, such number of Unsubscribed Shares as corresponds to the Backstop Commitment Percentage and/or such number of Direct Allocation Shares as corresponds to the Direct Allocation Percentage.

  • Each Member holding an Allocation Share shall have all the rights, privileges and obligations set forth herein pertaining to holders of Allocation Shares.

  • The Purchasers shall have forty-eight (48) hours after receipt of such notice to indicate their interest in purchasing all or part of their respective "pro-rata portion" of the Allocation Shares.


More Definitions of Allocation Shares

Allocation Shares means shares of the Company’s common stock acquired by the Investor in the Initial Offering pursuant to the terms of this Agreement.
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Allocation Shares shall have the meaning set forth in that certain Allocation Agreement entered into of even date herewith among the Company and GAP 57, GAP Coinvestment II and the TCV Purchasers.
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Related to Allocation Shares

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Sold Shares shall have the meaning specified in Section 6.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • ASA Shares has the meaning set forth in 2.4(a).

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Residual Distribution Amount For any Distribution Date, with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available Distribution Amount for Loan Group 1 and Loan Group 2 remaining after all distributions of the REMIC I Available Distribution Amount pursuant to clauses (a), (b) and (c) (other than the last subclause of clause (c)) of the definition of “REMIC I Distribution Amount”. For any Distribution Date, with respect to the Class R-2 Residual Interest, any portion of the REMIC II Available Distribution Amount remaining after all distributions of the REMIC II Available Distribution Amount pursuant to the definition of “REMIC II Distribution Amount” (other than the distribution pursuant to the last clause thereof). For any Distribution Date, with respect to the Class R-3 Residual Interest and for Loan Group 1 and Loan Group 2, any portion of the REMIC III Available Distribution Amount for Loan Group 1 and Loan Group 2, respectively, remaining after all distributions of such REMIC III Available Distribution Amount pursuant to clauses (I)(A), (I)(B), (I)(C), (II)(A) and (II)(B), as applicable, of the definition of “REMIC III Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(C), (II)(A) and (II)(B)). Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II and REMIC III, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC III Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to the Class R-1, Class R-2 and Class R-3 Residual Interests in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.