Closing Pro Rata Portion definition

Closing Pro Rata Portion means with respect to any applicable Effective Time Holder, as set forth in the Payment Schedule.”
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Closing Pro Rata Portion means, with respect to each Seller, a ratio, expressed as a percentage, which is the ratio that the number of Shares held by such Seller bears to the total number of Shares owned by all Sellers. Each Seller’s Closing Pro Rata Portion is set forth in Schedule 3.3.
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Closing Pro Rata Portion means, with respect to an Indirect Member, the percentage set forth next to such Indirect Member’s name in the Consideration Spreadsheet under the heading “Closing Pro Rata Portion”. For purposes of clarity, the sum of all “Closing Pro Rata Portions” shall at all times equal one hundred percent (100%).
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Examples of Closing Pro Rata Portion in a sentence

  • The Securityholder Representative shall only have the power and authority to act regarding matters pertaining to the Company Securityholders as a group and not individually, and shall not have power or authority to treat any particular Company Securityholder in a manner different from any other Company Securityholder (except as consistent with such Company Securityholder’s Closing Pro Rata Portion or Overall Pro Rata Portion).

  • At the Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount shall be withheld from the cash consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a) , 1.8(b) , and 1.8(c) .

  • Id. at 98-99.Both Alvarez and Cervantes claim that the magistrate judge committed reversible error when he partially closed voir dire.5 Before jury selection began, the magistrate judge determined that each defendant could have only three relatives present in the courtroom during voir dire.

  • At the Effective Time, by virtue of the Merger, and without any action on the part of Acquiror, Merger Sub, the Company, the Company Securityholders, or the Securityholder Representative, an amount equal to each Company Preferred Holder’s Closing Pro Rata Portion of the Expense Fund Amount shall be withheld from the cash consideration otherwise payable to such Company Preferred Holder pursuant to Sections 1.8(a), 1.8(b), and 1.8(c).

  • Additionally, each Shareholder will have the contingent right to receive its Closing Pro Rata Portion of the Holdback Shares, rounded down to the nearest whole share, and its Milestone Pro Rata Portion of the Milestone Payments, if any (any such Holdback Shares and/or Milestone Payments actually issuable to the Shareholders, together with the Net Closing Shares and the US Subsidiary Consideration, the “Total Consideration”) after the Closing in accordance with, and subject to, Section 2.3 and Article VI.

  • Schedule 3.3 also sets forth each Seller’s Closing Pro Rata Portion, Escrow Pro Rata Portion or Series A and B Pro Rata Portion, as applicable.

  • PENDING THE PREPARATION OF DEFINITIVE WARRANT CERTIFICATES, TEMPORARY WARRANT CERTIFICATES MAY BE ISSUED, WHICH MAY BE PRINTED, LITHOGRAPHED, TYPEWRITTEN, MIMEOGRAPHED OR OTHERWISE PRODUCED, AND WHICH WILL BE SUBSTANTIALLY OF THE TENOR OF THE DEFINITIVE WARRANT CERTIFICATES IN LIEU OF WHICH THEY ARE ISSUED.


More Definitions of Closing Pro Rata Portion

Closing Pro Rata Portion means, with respect to a particular Company Preferred Holder, an amount equal to the quotient obtained by dividing (i) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration payable to such Person in accordance with Sections 1.8(a), 1.8(b), and 1.8(c) (including amounts contributed to the Escrow Fund and the Expense Fund) by (ii) the aggregate value of the Total Closing Cash Consideration and Total Stock Consideration payable to all Company Preferred Holders in accordance with Sections 1.8(a), 1.8(b), and 1.8(c) (including amounts contributed to the Escrow Fund and the Expense Fund).
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Closing Pro Rata Portion means, with respect to a Shareholder, the percentage set forth opposite such Shareholder’s name on Schedule 1 of the Company Shareholder Letter.
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Related to Closing 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.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • 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.

  • 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).

  • 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.

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Pro Rata Annual Bonus means the amount of Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in such year during which the Executive was actually employed by the Company (or its predecessor) and the denominator of which is 365.

  • Proportionate Percentage means, with respect to any Shareholder as of any given date with respect to an Eligible Offering, the number (expressed as a percentage) obtained by dividing (A) the number of shares of Common Stock owned by such Shareholder as of such date by (B) the total number of shares of Common Stock held by all Shareholders.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Pro Rata Acquisition has the meaning set forth in the definition of "Acquiring Person" herein.

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.

  • Allocable Share means Allocable Share as that term is defined in the Master Settlement Agreement.

  • 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.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • 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%.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Pro Rata and Pari Passu Basis means with respect to the Notes and the Note Holders, the allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.