Buyer Ownership Percentage definition

Buyer Ownership Percentage means a percentage determined by dividing (x) the Purchase Price by (y) the Total Equity Value as determined at Closing pursuant to Section 2.4, as such percentage may be adjusted pursuant to the applicable Side Letter.
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Buyer Ownership Percentage. Guarantor’s aggregate percentage beneficial ownership of shares of the outstanding Common Stock calculated on a Fully Diluted Basis except that there shall be excluded from such calculation of outstanding Common Stock on a Fully Diluted Basis (A) all shares of Common Stock issuable under Rights granted after the Tranche 1 Closing, and (B) all outstanding shares of Common Stock that were issued by the Company after the Effective Date and were not subject to the right of Guarantor to participate in such issuance under Section 6.4 of the Securities Purchase Agreement; provided, however, that, upon the occurrence of a Major Transaction, the Buyer Ownership Percentage on and after the date of such Major Transaction shall be deemed to be equal to the Buyer Ownership Percentage immediately prior to such Major Transaction and shall remain fixed at such Buyer Ownership Percentage until expiration or earlier termination of this Agreement.
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Buyer Ownership Percentage means the quotient, expressed as percentage and rounded to five decimal places, of (a) the aggregate number of Ordinary Shares that are issuable upon the conversion in full of all Preferred Shares issued and outstanding immediately prior to the Effective Time and held by any Buyer Entity (for the avoidance of doubt, exclusive of any liquidation preference or accrued dividends payable with respect to any such Preferred Shares) divided by (b) the Fully Diluted Number.
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Examples of Buyer Ownership Percentage in a sentence

  • Upon consummation of the Transactions, Buyer will own (i) JV HoldCo Interests representing indirect ownership of the Buyer Ownership Percentage of the Company Interests and, indirectly, (ii) the Buyer Ownership Percentage of the Company Interests, in each case free and clear of Liens other than Liens imposed by Buyer or restrictions on transfer under applicable securities Laws, the JV LLC Agreement, the Newco LLC Agreement or the JV Letter Agreement.

  • Upon consummation of the Transactions, Buyer will own (i) JV HoldCo Interests representing indirect ownership of the Buyer Ownership Percentage of the Company Interests and, indirectly, (ii) the Buyer Ownership Percentage of the Company Interests, in each case free and clear of Liens other than Liens imposed by Buyer or restrictions on transfer under applicablesecurities Laws, the JV LLC Agreement, the Newco LLC Agreement or the JV Letter Agreement.

  • Seller has agreed to sell (or cause to be sold) to Buyer, and Buyer has agreed to purchase from Seller, no more than 47% of the common limited liability company interests of the JV issued and outstanding (the “JV HoldCo Interests”) representing indirect ownership of the Buyer Ownership Percentage of the Company Interests (as defined below) (the “Purchased Interests”), upon the terms and subject to the conditions of this Agreement.


More Definitions of Buyer Ownership Percentage

Buyer Ownership Percentage has the meaning specified in Schedule 1.5.
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Buyer Ownership Percentage means 27.9%.
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Related to Buyer Ownership Percentage

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Partnership Percentage means a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).

  • Percentage Stock Ownership means the percentage Stock Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation § 1.382-2T(g), (h), (j) and (k) or any successor provision.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • 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).

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • 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.

  • Ownership Share means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

  • 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.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • Shared Ownership Lease means a shared ownership lease that meets:

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Look-Through Ownership Limit means, for any Look-Through Entity, a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) by the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Look-Through Entity.

  • Equity Ownership means the percentage ownership and control, exercised by individuals within an enterprise.

  • Aggregate Stock Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding shares of Equity Stock. The value of the outstanding shares of Equity Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • controlling percentage means the ownership of, and the right to vote, stocks possessing at least 50% of the total combined voting power of all classes of Tenant's stock issues, outstanding and permitted to vote for the election of directors;