Common Pro Rata Share definition

Common Pro Rata Share means, for each Seller, the percentage determined by dividing (A) the number of shares of Common Stock, Series Seed Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock plus the number of Eligible Options held by such Seller as of immediately prior to the Effective Time by (B) the Fully Diluted Common Shares.
Sample 1
Common Pro Rata Share means with respect to each holder of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock, a percentage equal to the quotient of (a) (i) the total number of shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (ii) the total number of shares of Company Common Stock issuable upon conversion of the Company Series Seed Preferred Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iii) the total number of shares of Company Common Stock issuable upon exercise of the Company Warrants exercisable for shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iv) the total number of shares of Company Common Stock issuable upon exercise of the Vested Options that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time (the sum of the number of shares of the foregoing (i) through (iv), the “Common Participating Shares”), divided by (b) the aggregate number of Common Participating Shares of all holders of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock as set forth on the Consideration Spreadsheet.
Sample 1
Common Pro Rata Share means, with respect to each Seller that holds Outstanding Common Shares and/or Eligible Common Options, a fraction (expressed as a percentage), the numerator of which is the portion of the Final Merger Consideration (excluding, for this purpose, the Series D-2 Aggregate Consideration, but including, for this purpose, any Option Gross-Up Payments) such Seller is entitled to receive pursuant to Section 2.8 (other than Section 2.8(c)) and Section 2.9 (as adjusted pursuant to Section 2.10(b)) and the denominator of which is the Final Merger Consideration (excluding, for this purpose, the Series D-2 Aggregate Consideration, but including, for this purpose, the Option Gross-Up Payments).
Sample 1

Examples of Common Pro Rata Share in a sentence

  • Therefore, it can be concluded that, despite the qualitative agreement, even at the same De, the kinetics of shape relaxation can vary, depending on the details of the viscoelastic fluid.

  • Such right of first refusal shall allow each Shareholder to purchase its Common Pro Rata Share (determined immediately prior to such issuance and sale of New Securities) of the New Securities proposed to be issued.

  • In the event a Shareholder does not purchase any or all of its Common Pro Rata Share of New Securities, each of the remaining Shareholders shall have the right to purchase its Common Pro Rata Share (determined at such time) of such unpurchased New Securities until all of the New Securities are purchased or until no other Shareholder desires to purchase any additional New Securities.

  • Within two (2) Business Days after the distributions set forth in Section 2.11(e)(i) and Section 2.11(e)(ii) are paid pursuant to Section 2.11(e)(iii), any remaining funds in the Adjustment Escrow Amount thereafter shall be released to the Paying Agent for further distribution to the holders of Outstanding Common Shares and Eligible Options in the accordance with each such holder’s Common Pro Rata Share of the Adjustment Escrow Amount.


More Definitions of Common Pro Rata Share

Common Pro Rata Share means with respect to each holder of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock, a percentage equal to the quotient of (a) (i) the total number of shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (ii) the total number of shares of Company Common Stock issuable upon conversion of the Company Series Seed Preferred Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iii) the total number of shares of Company Common Stock issuable upon exercise of the Company Warrants exercisable for shares of Company Common Stock that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time, plus (iv) the total number of shares of Company Common Stock issuable upon exercise of the Vested Options that such Securityholder holds and are outstanding immediately prior to the Merger I Effective Time (the sum of the number of shares of the foregoing (i) through (iv), the “ Common Participating Shares ”) , divided by (b) the aggregate number of Common Participating Shares of all holders of Company Series Seed Preferred Stock, Company Common Stock, Vested Options and Company Warrants exercisable for Company Common Stock as set forth on the Consideration Spreadsheet.
Sample 1
Common Pro Rata Share means, with reference to any Shareholder at any time, a fraction, the numerator of which is the number of shares of Common Stock then held by such Shareholder plus any shares of Common Stock which such Shareholder then has a right to purchase pursuant to any Contingent Right which is then exercisable, and the denominator of which is the aggregate number of shares of Common Stock held by, or purchasable under any then exercisable Contingent Right held by, all of the Shareholders taken together.
Sample 1
Common Pro Rata Share means, with respect to any Common Holder and relative to other Common Holders, the ratio of (a) the total number of then outstanding Common Shares held by that Common Holder to (b) the total number of then outstanding Common Shares held by the specified Common Holder and by the specified other Common Holders.
Sample 1
Common Pro Rata Share means an amount equal to the quotient of (i) the Participation Amount Per Share divided by (ii) the sum of (A) the Aggregate Participation Amount, plus (B) the Aggregate Preference Amount. For purposes of clause (ii)(B), the portion of the Aggregate Preference Amount attributable to the Preferred Stock Warrants shall be disregarded.
Sample 1

Related to Common Pro Rata Share

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • Tenant’s Pro Rata Share means the percentage calculated by dividing the rentable area of the Premises (numerator) by the rentable area of the Building (denominator), and expressing the fraction as a percentage.

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations 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 all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such 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 payment; and (c) “Contribution Share” shall mean, 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 Loan Parties 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 Loan Parties) of the Loan Parties 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 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

  • 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%.

  • Percentage Share means, when used:

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

  • Non Pro Rata Loan is defined in Section 9.2 hereof.

  • 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.

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • Revolving Facility Percentage means, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.

  • Applicable Commitment Percentage means, with respect to each Lender at any time, a fraction, the numerator of which shall be such Lender's Revolving Credit Commitment and the denominator of which shall be the Total Revolving Credit Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 11.1.

  • CAM Percentage means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

  • Class B Interest Percentage With respect to any Distribution Date and any Class of Class B Certificates, the percentage calculated by dividing the Interest Accrual Amount of such Class (determined without regard to clause (ii) of the definition thereof) by the Class B Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount).

  • PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the excess of the Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is such Required Coupon. As to any Non-Discount Mortgage Loan, 0%.

  • Commitment Percentage means, as to any Lender at any time, the ratio of (a) the amount of the Commitment of such Lender to (b) the Aggregate Commitment of all of the Lenders.

  • Applicable L/C Fee Percentage means, as at any date of determination, a rate per annum equal to the Applicable Eurodollar Margin for Revolving Loans in effect on such date.

  • Applicable Revolving Percentage means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

  • Applicable Facility Fee Percentage means, as at any date of determination, the rate per annum then applicable in the determination of the amount payable under Section 2.14(C)(i) hereof determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

  • Applicable Revolving Commitment Fee Percentage means (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the second full Fiscal Quarter after the Closing Date, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were 3.00:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below: >3.00:1.00 0.75% 1.30% <3.00:1.00 >2.50:1.00 0.75% 1.20% No change in the Applicable Revolving Commitment Fee Percentage shall be effective until three (3) Business Days after the date on which the Administrative Agent has received the applicable financial statements and a Compliance Certificate pursuant to Section 5.01(c) calculating the Leverage Ratio. At any time the Borrower Representative has not submitted to the Administrative Agent the applicable information as and when required under Section 5.01(c), the Applicable Revolving Commitment Fee Percentage shall be determined as if the Leverage Ratio were in excess of 3.00:1.00. Promptly following receipt of the applicable information under Section 5.01(c), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Revolving Commitment Fee Percentage in effect from such date. In the event that any financial statement or certificate delivered pursuant to Section 5.01 is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Revolving Commitment Fee Percentage for any Applicable Period than the Applicable Revolving Commitment Fee Percentage applied for such Applicable Period, then (i) the Borrower Representative shall immediately deliver to the Administrative Agent a correct certificate required by Section 5.01 for such Applicable Period, (ii) the Applicable Revolving Commitment Fee Percentage shall be recalculated with the Leverage Ratio at the corrected level and (iii) each applicable Borrower shall immediately pay to the Administrative Agent the accrued additional fees owing as a result of such increased Applicable Revolving Commitment Fee Percentage for such Applicable Period. Nothing in this definition shall limit the right of the Administrative Agent or any Lender under Section 2.10 or Article VIII and the provisions of this definition shall survive the termination of this Agreement.

  • Applicable Commitment Fee Percentage means, as at any date of determination, the rate per annum then applicable in the determination of the amount payable under Section 2.15(C)(i) hereof determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

  • Revolving Percentage as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding).

  • 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.

  • Non-PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the Required Coupon. As to any Non-Discount Mortgage Loan, 100%.

  • Revolver Percentage means, for each Lender, the percentage of the Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding.

  • 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: