Option 2 Pro Rata Share definition

Option 2 Pro Rata Share means the proportion that the amount of a Lender Claim held by an Option 2 Holder bears to the aggregate amount of the Lender Claims held by all Option 2 Holders.
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Option 2 Pro Rata Share means the proportion that the amount of an RBL Claim held by an RBL Lender that elects Option 2 bears to the aggregate amount of the RBL Claims held by all the RBL Lenders that elect Option 2.
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Option 2 Pro Rata Share means the proportion that the amount of an RBL Claim held by an RBL Lender that elects Option 2 bears to the aggregate amount of the RBL Claims held by all the RBL Lenders that elect Option 2. “Revolving Facility” means the Revolving Facility to be entered into on the Plan Effective Date by the RBL Lenders that have elected Option 1, having the terms set forth on Annex A to this Plan Term Sheet. It is understood that if all RBL Lenders elect Option 1, the Revolving Facility shall be in the aggregate committed amount of $850 million, which amount shall be deemed fully drawn as of the Plan Effective Date (prior to giving effect to any mandatory prepayments on account of the anti-hoarding covenant in the Revolving Facility), and if any RBL Lenders elect Option 2, such $850 million amount shall be reduced dollar for dollar by the commitment that would otherwise have been attributable to such Option 2 RBL Lenders had they elected Option 1. “Term Facility A” means the Term Facility to be entered into on the Plan Effective Date by the RBL Lenders that have elected Option 1, having the terms set forth on Annex A to this Plan Term Sheet. It is understood that if all RBL Lenders elect Option 1, the principal amount of the Term Facility A shall be in the aggregate amount of $125 million, and if any RBL Lenders elect Option 2, such $125 million amount shall be reduced dollar for dollar by the amount of such $125 million that would otherwise have been attributable to Option 2 RBL Lenders had they elected Option 1. Contemporaneously with the issuance of the Term Facility A, certain Consenting Senior Note Holders will, pursuant to the Backstop Commitment Agreement, purchase in cash, and the RBL Lenders that have elected Option 1 will sell, $31.25 million in principal amount of Term Facility A, at par, based on their Option 1 Pro Rata Share; provided, however, that such $31.25 million in principal amount of Term Facility A to be purchased shall not be subject to any reduction for the RBL Lenders, if any, that elect Option 2 or otherwise. “Alternative Term Loan” shall mean the Alternative Term Loan to be received by the Option 2 RBL Lenders having the terms set forth on Annex B to this Plan Term Sheet or as set forth in the Plan Supplement. The Alternative Term Loan shall be in the aggregate principal amount of the sum of (a) the Lender Paydown, (b) the Revolving Facility commitment, and (c) the portion of the Term Facility A in each case the Option 2 RBL Lenders would hav...
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Examples of Option 2 Pro Rata Share in a sentence

  • In addition, to the extent a Lender elects to participate in the Exit Term B Facility, such Lender shall receive its Option 2 Pro Rata Share of the Exit Term B Loans.

  • Rather, each Holder electing Option 2 shall receive only its Option 2 Pro Rata Share of the Exit Term B Loans in a principal amount equal to the Pro Rata distribution it otherwise would have received with respect to the Lender Paydown, Exit Revolving Loans, and Exit Term A Loans.

Related to Option 2 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.

  • Percentage Share means, when used:

  • 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%.

  • 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.

  • 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.

  • 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 Pro Rata Loan is defined in Section 9.2 hereof.

  • 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.

  • 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.

  • Purchase Percentage means, with respect to any Purchased Asset, the applicable Maximum Purchase Percentage specified in Schedule 1 (or as otherwise specified in the applicable Confirmation), as adjusted in accordance with Schedule 1 (or as otherwise specified in the applicable Confirmation).

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

  • Tranche Percentage means in respect of each Tranche, the Tranche Quantity expressed as a percentage of the sum of all the Tranche Quantities at the Supply Point.

  • 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.

  • Strike Percentage means 100%

  • 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 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.

  • Optional Purchase Percentage means 5%.

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

  • Pro Rata Percentage of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, giving effect to any subsequent assignments.

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

  • Participation Amount as defined in Section 3.4(b).

  • Swing Line Participation Amount as defined in Section 2.7.

  • 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).

  • 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).

  • Revolving Commitment Percentage means, for each Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c).