Maximum Cash Percentage definition

Maximum Cash Percentage means that percentage which (when used in all of the Formation Transaction Documentation as the Maximum Cash Percentage) results in an allocation of cash in the Formation Transactions (excluding cash payable under fractional share provisions) equal to the amount of cash, expressed as a percentage, included in the Total Formation Transaction Value, excluding in each case all cash paid pursuant to the Formation Transactions with respect to (i) all Pre-Formation Interests held by Pre-Formation Participants who are not Accredited Investors and (ii) the XXXX 2005 Investment Amount. The Maximum Cash Percentage shall be calculated after determining, and shall include the impact, if any, of, the cash limitation set forth in the XXXX 2005 Merger Agreement, which provides that in order for the acquisition of DE2005 REIT to be treated as a tax-free reorganization for United States federal income tax purposes, the total amount of (1) cash paid in the DE2005 REIT merger, plus (2) certain pre-closing cash distributions, plus (3) cash paid for the redemption of the DE2005 REIT preferred stock will be limited to 60% of the sum of (x) the aggregate consideration paid in the REIT Acquisition Merger (as defined in the XXXX 2005 Merger Agreement), plus (y) the cash payable under (2) and (3) above, as determined for tax purposes. For the avoidance of doubt, all interests in DE2005 REIT held by a subsidiary of the REIT (as a result of the DERA/DECO Merger) will be cancelled without consideration in the REIT Acquisition Merger and the foregoing calculation will be made accordingly. If the Maximum Cash Percentage for any Pre-Formation Participant in the Fund in the Merger is less than its Elected Cash Percentage pursuant to its Valid Election, the Non-GP Fund Interest or portion thereof of such holder that has not been allocated cash pursuant to the Merger shall instead be treated, in accordance with such holder's prior Valid Election, as subject to an election to receive OP Units under clause (ii) below or as a Contributed Interest pursuant to the Contribution Agreement.
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Maximum Cash Percentage means fifty-five percent (55%). Each of the terms of this Article 3 (specifically including the proration provisions set forth in Sections 3.3(d) and 3.3(f)) shall be interpreted in a manner to ensure that in no event shall either (A) the aggregate amount of the Cash Consideration received by the holders of Company Shares in the Merger exceed the Cash Consideration Cap, or (B) the aggregate number of shares of Parent Stock received by the holders of Company Shares in the Merger exceed the Parent Stock Consideration Cap.
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Maximum Cash Percentage means that percentage which (when used in all of the Formation Transaction Documentation as the Maximum Cash Percentage) results in an allocation of cash in the Formation Transactions (excluding cash payable under fractional share provisions) equal to the amount of cash, expressed as a percentage, included in the Total Formation Transaction Value, excluding in each case all cash paid pursuant to the Formation Transactions with respect to (i) all Pre-Formation Interests held by Pre-Formation Participants who are not Accredited Investors, and (ii) the XXXX 2005 Investment Amount. The Maximum Cash Percentage shall be calculated after determining, and shall include the impact, if any, of, the Maximum Cash Consideration. If the Maximum Cash Percentage for any Pre-Formation Participant in the Fund in the REIT Acquisition Merger is less than its Elected Cash Percentage pursuant to its Valid Election, the portion of such holder's Pre-Formation Interest in the Fund that has not been allocated cash pursuant to the REIT Acquisition Merger shall instead be treated, in accordance with such holder's prior Valid Election, as a REIT Share Interest (defined below) under clause (ii) below; and
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Examples of Maximum Cash Percentage in a sentence

  • In the event that the parties determine that the sum of (Y) the total cash consideration component of the Aggregate Purchaser Price plus (Z) the amount of any dividend to be paid to shareholders of EHC pursuant to Section 1.3(g)(i) hereof will exceed the Maximum Cash Percentage, the total cash consideration component of the Merger Consideration shall be decreased and the total stock consideration shall be increased to the extent necessary to achieve compliance with the Maximum Cash Percentage.


More Definitions of Maximum Cash Percentage

Maximum Cash Percentage means that percentage which (when used in all of the Formation Transaction Documentation as the Maximum Cash Percentage) results in an allocation of cash in the Formation Transactions (excluding cash payable under fractional share provisions) equal to the amount of cash, expressed as a percentage, included in the Total Formation Transaction Value, excluding in each case all cash paid pursuant to the Formation Transactions with respect to (i) all Pre-Formation Interests held by Pre-Formation Participants who are not Accredited Investors and (ii) the XXXX 2005 Investment Amount.
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Maximum Cash Percentage means the lesser of (i) 19.25%, or (ii) the maximum percentage of cash that may be paid by Sybase in consideration of the Company Capital Stock in the Merger in order to qualify for treatment of the Merger as a tax-free reorganization under Section 368(a) of the Code. Merger is defined in Section 1.2.A.
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Maximum Cash Percentage means the excess of 58% over the percentage of Outstanding Shares that are Dissenting Shares (as defined in Section 3.8); provided, however, notwithstanding anything to the contrary contained herein, in order that the Merger will not fail to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, the Maximum Cash Percentage shall be reduced to the extent necessary to satisfy such requirements as reasonably determined by Hunton & Xxxxxxxx, and consequently the number of Outstanding Shares that will be converted into Parent Stock Consideration will be increased and the number of Outstanding Shares that will be converted into the right to receive Cash Consideration will be reduced.
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Related to Maximum Cash Percentage

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

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • NOLV Percentage the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.

  • Class C Percentage means at any time the percentage equivalent of a fraction, the numerator of which is the Outstanding Amount of the Class C Notes and the denominator of which is the sum of the Outstanding Amount of all the Notes.

  • Excess Cash Flow Percentage 50%; provided that the Excess Cash Flow Percentage shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.75 to 1.00 and (b) to 0% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 2.25 to 1.00.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Threshold Percentage means 15%.

  • Reduction Percentage means the percentage rate by which the Initial Per Certificate Entitlement will reduce on a daily basis on the assumption that the daily rate will be theper annum rate specified in the Final Terms divided by 365 and applied accordingly. B.26 Investment managementNot applicable - there is no active management of the assets of the Issuer. B.27 Further issuances backed by same pool of assetsNot applicable – the Issuer will not issue further securities backed by the same pool of assets. B.29 Description of the flow of fundsSave to the extent that the Authorised Participant as subscribed for the issue of Certificates in whole or in part by the physical delivery of the relevant Precious Metal in respect of the Series (the "Underlying Precious Metal"), the net proceeds from each issue of Certificates will be used (a) to purchase the Underlying Precious Metal and (b) to pay any listing fees incurred in connection with the listing of the Certificates. The Certificates will not bear interest. On redemption, a Certificateholder will, in respect of a Certificate, receive on a date on or before the third business day following the relevant Eligible Redemption Valuation Date(being any business day) (in each case the "Settlement Date"):

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Dilution Percentage means the gross amount of all returns, allowances, discounts, credits, write-offs and similar items relating to Borrower's Accounts computed as a percentage of Borrower's gross sales, calculated on a ninety (90) day rolling average.

  • Class B-6 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for such Distribution Date will be zero.

  • Shift Percentage As to any Distribution Date occurring during the five years beginning on the first Distribution Date, 0%. For any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date as follows: for any Distribution Date in the first year thereafter, 30%; for any Distribution Date in the second year thereafter, 40%; for any Distribution Date in the third year thereafter, 60%; for any Distribution Date in the fourth year thereafter, 80%; and for any Distribution Date thereafter, 100%.

  • 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%.

  • Class B-2 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.

  • Series Percentage means, with respect to any specified category, with respect to any Distribution Date or Trust Distribution Date, as applicable, the sum of the Class Percentages with respect to such category for each Class of the Series established hereby on such Distribution Date or Trust Distribution Date, as applicable.

  • Class B-4 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for such Distribution Date will be zero.

  • Equity Percentage means the aggregate ownership percentage of Borrower in each Unconsolidated Affiliate, which shall be calculated as the greater of (a) Borrower’s nominal capital ownership interest in the Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate’s organizational documents, and (b) Borrower’s economic ownership interest in the Unconsolidated Affiliate, reflecting Borrower’s share of income and expenses of the Unconsolidated Affiliate.

  • Original Class B-2 Percentage The Class B-2 Percentage as of the Cut-Off Date, as set forth in Section 11.09.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Utilization Percentage means, on any day, the percentage produced by dividing (a) the aggregate Revolving Credit Exposures by (b) the total Commitments, unless the Commitments shall have been terminated, in which case the Utilization Percentage shall be 100%.

  • Minimum Dilution Reserve Percentage means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months, multiplied by (b) the Dilution Horizon Ratio.

  • Asset Percentage has the meaning specified in Section 2.05(b)(ii).

  • Aggregate Outstanding Amount With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.

  • Original Class B-6 Percentage The Class B-6 Percentage as of the Cut-Off Date, as set forth in Section 11.13.

  • Total Percentage means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

  • Average Contribution Percentage means the average of the Contribution Percentages of the Eligible Participants in a group.