Cash Proportion definition

Cash Proportion has the meaning specified in Section 3.3(c).
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Cash Proportion means (x) the Cash Closing Consideration divided by (y) the sum of the Cash Closing Consideration plus the Stock Closing Consideration.
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Cash Proportion means the proportion that (A) the result of the Total Cash Consideration less the aggregate amount of Pari Passu Consideration that the Nonaccredited Company Stockholders have a right to receive pursuant to 2.2(a)(iii)(B), bears to (B) Total Stockholder Consideration.
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Examples of Cash Proportion in a sentence

  • In the event of a Proportionate Election, with respect to the payment of Floating Consideration to the Floating Shareholders, each Floating Shareholder shall receive pursuant to Section 3.2(n)(iv) for each Floating Share held (i) the Share Proportion multiplied by the Floating Share Consideration; and (ii) the Cash Proportion multiplied by the Floating Cash Consideration.


More Definitions of Cash Proportion

Cash Proportion means the amount of Cash Consideration received by a party divided by the total amount of Consideration received by such party, in each case pursuant to the Transaction; “Closing” is defined in the recitals of this Agreement; “Co-investor” means SL / PG Global Blue Co-Invest, L.P. or any limited partner therein; “Common Shares” means the registered common shares of CHF 0.01 of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any shares into which any such Common Shares shall have been changed or any shares resulting from any reclassification of any such Common Shares; “Confidential Information” means all information (whether oral or recorded in any medium) relating to the Shareholders (or any of them) and/or any Group Company’s business, financial or other affairs (including future plans of any Group Company) which is treated by the relevant Shareholder and/or Group Company (as the case may be) as confidential (or is marked or is by its nature confidential); “Consideration” has the meaning given to the term “Total Consideration” in the Merger Agreement; “Conversion Agreement” means the conversion agreement to be entered into between the Company and the holders of the Convertible Preferred Shares at Closing; “Conversion Ratio” has the meaning given in the Conversion Agreement; “Convertible Preferred Shares” means registered series A convertible preferred shares with a nominal value of CHF 0.01 each of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any shares into which any such Convertible Preferred Shares shall have been changed or any shares resulting from any reclassification of any such Convertible Preferred Shares; “Convertible Preferred Shares Value” has the meaning given in the Merger Agreement; “Cost per Share” means, in respect of a Manager, (i) the aggregate subscription or acquisition price paid by such Manager in respect of his subscription for or acquisition of all the GB Manco Securities that he exchanged for GB Topco Shares pursuant to the Reorganisation; divided by (ii) the total number of GB Topco Shares issued to such Manager pursuant to the Reorganisation, multiplied by (iii) such Manager’s Stock Proportion;
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Cash Proportion means, at any time, the proportion, expressed as a percentage, of the value at that time of any Cash Collateral to the Total Collateral Value.
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Cash Proportion means, with respect to a Payment Date and the corresponding Collection Period, the amount calculated on the Business Day following the Cut-Off Date of this Collection Period as the ratio between:
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Cash Proportion means the amount of Cash Consideration received by a party divided by the total amount of Consideration received by such party, in each case pursuant to the Transaction;
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Cash Proportion means the difference equal to (A) one minus (B) the Stock Proportion.
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Related to Cash Proportion

  • Relevant Proportion means, at any time, the proportion which one Note bears to the number of all of the Notes outstanding;

  • Cash price means the price measured in dollars at which a seller of a motor vehicle would in good faith sell to the buyer or to any other buyer under like circumstances, and the buyer would in good faith buy from the seller, the motor vehicle that is the subject matter of an installment sale contract if the sale were a sale for cash instead of an installment sale.

  • Net Cash Proceeds with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Cash Proceeds means proceeds that are money, checks, deposit accounts, or the like.

  • Cash Percentage shall have the meaning specified in Section 14.02(a)(iii).

  • Proportion means, in relation to a Bank:

  • Noncash proceeds means proceeds other than cash proceeds.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • 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).

  • Sponsor Fair Market Value means the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

  • 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.

  • 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.

  • Proportional Takeover Bid means an off-market bid that is made or purports to be made under section 618(1)(b) of the Corporations Act in respect of a specified proportion of shares included in a class of shares in the Company; and

  • Proportional Share means the annual revenue of a health care institution received in the form of medical assistance reim- bursement or public employee insurance from the state, divided by the total annual revenue of the health care institution.

  • 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.

  • Worst Value means, in respect of a ST Valuation Date, the RI Value for the Reference Item(s) with the lowest or equal lowest RI Value for any Reference Item in the Basket in respect of such ST Valuation Date.

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • 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.

  • Market Value as defined in the regulation prescribing the standards for real estate appraisals used in federally related transactions, 12

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Fair Market Value Excess With respect to each Mortgage Loan to be purchased pursuant to Section 10.01(a), the excess, if any, of the Fair Market Value Call Price for such Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any Fair Market Value Excess will not become part of the related Group Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(g).