Note Pro Rata Share definition

Note Pro Rata Share means the amount of the applicable Unutilized Net Cash Proceeds obtained by multiplying the amount of such Unutilized Net Cash Proceeds by a fraction, (i) the numerator of which is the aggregate principal amount of Securities outstanding at the time of the applicable Asset Sale with respect to which the Company is required to use Unutilized Net Cash Proceeds to repay or make an Offer to Purchase or repay and (ii) the denominator of which is the sum of (a) the aggregate accreted value and/or principal amount, as the case may be, of all Other Pari Passu Debt outstanding at the time of the applicable Asset Sale and (b) the aggregate principal amount of all Securities outstanding at the time of the applicable Offer to Purchase with respect to which the Company is required to use the applicable Unutilized Net Cash Proceeds to offer to repay or make an Offer to Purchase or repay.
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Note Pro Rata Share means, as of any date of determination, the amount (expressed as a percentage) of Note Obligations at such time relative to the aggregate amount of all Secured Obligations outstanding at such time.
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Note Pro Rata Share means the amount of the applicable Net Proceeds Offer Amount obtained by multiplying the amount of such Net Proceeds Offer Amount by a fraction, (i) the numerator of which is the aggregate principal amount of Securities outstanding at the time of the applicable Asset Sale with respect to which the Company is required to use the Net Proceeds Offer Amount to repay or make a Net Proceeds Offer or repay and (ii) the demoninator of which is the sum of (a) the aggregate accreted value and/or principal amount, as the case may be, of all Other Indebtedness outstanding at the time of the applicable Asset Sale and (b) the aggregate principal amount of all Securities outstanding at the time of the applicable Net Proceeds Offer with respect to which the Company is required to use the applicable Net Proceeds Offer Amount to offer to repay or make a Net Proceeds Offer or repay.
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Examples of Note Pro Rata Share in a sentence

  • The Issuer and the Guarantors shall not be obligated to deliver any of the securities to be delivered hereunder except upon payment for all of the securities to be purchased as provided herein.

  • If the principal amount, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawn by holders thereof exceeds the amount of Notes which can be purchased with the Unutilized Net Cash Proceeds or the Note Pro Rata Share of Unutilized Net Cash Proceeds, as the case may be, then the Notes to be purchased will be selected on a pro rata basis.

  • To the extent that the Accreted Value of, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawan pursuant to an Asset Sale Offer is less than the Note Pro Rata Share of Unutilized Net Cash Proceeds, the Company or any Restricted Subsidiary may use such excess for general corporate purposes.

  • For purposes of this Note, "Pro Rata Share" shall mean, as of any date, the ratio which the outstanding principal amount of this Note as of such date bears to the aggregate outstanding principal amounts of this Note and the Senior Indebtedness as of such date.

  • To the extent that the principal amount, plus accrued interest thereon, if any, to the payment date, of Notes validly tendered and not withdrawn pursuant to an Asset Sale Offer is less than the Unutilized Net Cash Proceeds or the Note Pro Rata Share of Unutilized Net Cash Proceeds, as the case may be, the Company or any Restricted Subsidiary may use such excess for general corporate purposes, including the repayment or repurchase of Indebtedness.

  • With respect to any Net Proceeds Offer effected pursuant to this covenant, to the extent that the principal amount of the Securities tendered pursuant to such Net Proceeds Offer exceeds the Note Pro Rata Share to be applied to the purchase thereof, such Securities will be purchased PRO RATA based on the principal amount of such Securities tendered by each holder.

  • With respect to any Offer to Purchase effected pursuant to this covenant, to the extent that the principal amount of the Securities tendered pursuant to such Offer to Purchase exceeds the Note Pro Rata Share to be applied to the purchase thereof, such Securities shall be purchased pro rata based on the principal amount of such Securities tendered by each holder.


More Definitions of Note Pro Rata Share

Note Pro Rata Share means with respect to Excess Proceeds, the amount equal to the product of (a) Excess Proceeds and (b) the fraction determined by dividing (i) the aggregate principal of Notes then outstanding by (ii) the sum of the aggregate principal amount of Notes then outstanding and the aggregate amount of borrowings under the Term Loan Agreement then outstanding.
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Note Pro Rata Share means, with respect to each Equityholder, the original principal amount of the Seller Note payable to such Equityholder pursuant to Section 2.07(a) and Section 2.08, divided by the aggregate original principal amount of the Seller Note.
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Related to Note 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.

  • 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.

  • 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%.

  • Commitment Percentage is set forth in Schedule 1.1, as amended from time to time.

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