Class A Pro Rata Share definition
Examples of Class A Pro Rata Share in a sentence
If the proposed contributions by the Contributing Members exceed the Unfunded Contribution, then each Contributing Member may fund a portion of the Unfunded Contribution on a pro rata basis according to the respective Class A Pro Rata Share or Class B Pro Rata Share (as applicable) of such Contributing Members in place of such Non-Contributing Member.
In the event that any Class A Member elects not to purchase its full Class A Pro Rata Share of Additional Interests or to fund its Class A Pro Rata Share of any Member Loan, then the other Class A Members that subscribed for their full Class A Pro Rata Share (the “Fully Participating Members”) may purchase or fund any or all of the remaining portion of such Additional Interests or Member Loan (the “Excess Financing”) on the same terms and conditions.
In any Exercise Notice, the Member electing to exercise its pre-emptive rights pursuant to this Section 3.3 (each, an “Electing Member”) shall specify the number of Pre-emptive Securities, up to its Class A Pro Rata Share, that it desires to purchase.
The Fully Participating Members shall be entitled to purchase or fund their Class A Pro Rata Share of such Excess Financing, as well as any Excess Financing not subscribed for by the other Fully Participating Members (which will also be allocated on a pro rata basis).
The Administrative Agent shall promptly forward a copy of each Borrowing Notice to each Class A Lender or Class B Lender, as applicable, and simultaneously notify such Lenders of the amounts of Advances included in such Borrowing and each Lender of its share of such Advances; provided, that with respect to Class A Lenders, such share shall be equal to such Class A Lender’s Class A Pro Rata Share and with respect to Class B Lenders such share shall be determined pursuant to the Class B Side Letter.
Upon the occurrence of a Funding Shortfall with respect to a Class A Lender, each of the remaining Class A Lenders shall be responsible for funding an amount equal to its Class A Pro Rata Share of the amount giving rise to such Funding Shortfall; provided, that no Class A Lender shall be responsible for funding any amounts that, after giving effect to such proposed funding, would cause the aggregate outstanding Class A Advances for such Class A Lender to exceed such Class A Lender’s Commitment.
At the Effective Time, each issued and outstanding Company Class A Interest (other than those described in Section 2.9(c)) will automatically be cancelled and cease to exist in exchange for the right to receive the Class A Merger Consideration Shares, with each Seller being entitled to receive its Class A Pro Rata Share of the Class A Merger Consideration Shares, without interest, upon delivery of the Class A Transmittal Documents in accordance with Section 2.11(d).
Each Class A Lender’s Outstanding Class A Pro Rata Share of any such prepayment shall be applied to the outstanding Class A Advances funded by such Class A Lender.
The obligation of each Class A Alternate Investor to remit its Class A Pro Rata Share of any Class A Incremental Funding shall be several from that of each other Class A Alternate Investor, and the failure of any Class A Alternate Investor to so make such amount available to the Agent shall not relieve any other Class A Alternate Investor of its obligation hereunder.
The aggregate amount of Advances to be made pursuant to any Funding Request (the aggregate amount of Advances made pursuant to a Funding Request being an "Aggregate Advance") shall be made under the Class A Notes in an amount equal to the Class A Pro Rata Share times such Aggregate Advance and under the Class B Notes in an amount equal to the Class B Pro Rata Share times such Aggregate Advance.