ownership fraction definition

ownership fraction means,with respect to a domestic entity acquisition, the ownership percentage described in section 7874(a)(2)(B)(ii), expressed as a fraction.
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ownership fraction means, at any date, a fraction, expressed as a percentage, that is equal to:
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ownership fraction means, with respect to a domestic entity ac- quisition, the ownership percentage de- scribed in section 7874(a)(2)(B)(ii), ex- pressed as a fraction.
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Examples of ownership fraction in a sentence

  • Accordingly, assuming that all shareholders take up their proportional portion of the Total Commitment, each Original Syndicate Members’ portion of the Total Commitment shall be reduced to its Relevant Ownership Fraction.

  • Such new Warrant shall be identical in all respects to this Warrant, with the exception of the value of the Ownership Fraction in Section 1, which shall be reduced by the ownership fraction represented by the number of shares as to which this Warrant shall have been exercised.

  • To be conservative, these calculations and the calculations in the following sections ignore the Telesat Corporation Incentive Securities, which would increase only the denominator and not the numerator of the Ownership Fraction and hence make it even more difficult to reach the 80% threshold for an 80% Inversion.86 T.D. 9453, 74 Fed.

  • The "Ownership Fraction" means the number of Primary Shares held by Purchaser and its Affiliates at the time of such payment, divided by the total number of shares of Common Stock outstanding at the time of such payment.

  • Most of those adjustments should not be applicable to the Integration Transaction, while those that are applicable should, as of the consummation of the Integration Transaction, not cause the Ownership Fraction for Telesat Partnership or Telesat Corporation to equal or exceed the 80% threshold needed for an 80% Inversion.

  • Such new Warrant shall be identical in all respects to this Warrant, with the exception of the value of the Ownership Fraction in Section 1, which shall be reduced by the ownership fraction represented by the value of Y as defined in this section.

  • The number of shares of Common Stock the holder hereof is entitled to subscribe for and purchase from the Company shall be determined by multiplying 0.05 (the "Ownership Fraction") by the total number of outstanding securities of the Company at the earlier of the date of exercise or the final day of the Warrant Calculation Period, calculated on a Fully Diluted Basis.

  • The "Ownership Fraction" equals (1) the total number of shares of Common Stock that the person in question owns or has the right to acquire, whether by exercise of options or other rights, or conversion of securities, divided by (2) the total number of outstanding shares of Common Stock, including shares that may be issued upon exercise of options or other rights, or conversion of securities.

  • For these shares, the Purchaser shall pay an aggregate purchase price in cash equal to (1) $1,650,000, plus (2) an amount equal to fifty percent of the product of (x) the amount paid by the Shareholder to the Company in the Rescission minus any amount that the Company is required to pay pursuant to the court's order to reimburse the plaintiffs for attorneys fees and expenses, multiplied by (y) the Purchaser's Ownership Fraction after the completion of such purchase.

  • In certain situations, the Treasury Regulations mandate adjustments to the numerator and denominator of the Ownership Fraction.


More Definitions of ownership fraction

ownership fraction means the number of Primary Shares held by Purchaser and its Affiliates at the time of such payment, divided by the total number of shares of Common Stock outstanding at the time of such payment.
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ownership fraction means the number of Primary Shares held by Purchaser and its Affiliates at the time of such payment, divided by the total number of shares of Common Stock outstanding at the time of such payment. (e) For purposes of this Article 6, Promecap, S.C. shall be deemed to be an Affiliate of Purchaser (irrespective of whether or not Promecap, S.C. is from time to time determined to be an Affiliate pursuant to the definition of Affiliate contained in Section 7.1). (f) Notwithstanding any provision of this Article 6 to the contrary, (A) the Company shall not be obliged to make any payments in respect of indemnification for a breach described in clause (i) of Section 6.2(a) until the aggregate amount of payments that the Company is obliged to pay in respect of such breaches (without reference to this Section 6.4(f)) is at least $250,000, at which point all payments that the Company is obliged to pay in respect of such breaches shall be payable, and (B) the Company shall not be obliged to make any payments in respect of indemnification for breaches of representations and warranties described in clause (i) of Section 6.2(a) in excess of $16,500,000.
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ownership fraction means a fraction, the numerator of which is the number of Shares owned by the Sellers on the Completion Date and the denominator of which is the total number of Shares on the Completion Date.
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Related to ownership fraction

  • Ownership Share means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

  • Class P Fraction Any Class I-P, Class II-P or Class III-P Fraction, as applicable.

  • Applicable Fraction means Applicable Fraction as defined in Section 42(c)(1)(B) of the IRC.

  • 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.

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Fractional Undivided Interest Means the fractional undivided interest in the Trust that is evidenced by a Certificate.

  • Beneficial Ownership shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

  • Defined Benefit Fraction means a fraction, the numerator of which is the sum of the Participant's Projected Annual Benefit under all the defined benefit plans (whether or not terminated) maintained by the Employer, and the denominator of which is the lesser of 125 percent of the dollar limitation determined for the Limitation Year under Code ss.ss.415(b) and (d) or 140 percent of the Participant's Highest Average Compensation, including any adjustments under Code ss.415(b). Notwithstanding the above, if the Participant was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more Defined Benefit Plans maintained by the Employer which were in existence on May 6, 1986, the denominator of this fraction shall not be less than 125 percent of the sum of the annual benefits under such plans which the Participant had accrued as of the close of the last Limitation Year beginning before January 1, 1987, disregarding any changes in the terms and conditions of the plans after May 5, 1986. The preceding sentence applies only if the Defined Benefit Plans individually and in the aggregate satisfied the requirements of Code ss.415 for all Limitation Years beginning before January 1, 1987.

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Fractional Share means a fractional share in the ICAV issued in accordance with Section 12.5.

  • Defined Contribution Fraction means a fraction the numerator of which is the sum of the Annual Additions to the Participant's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation years (including the Annual Additions attributable to the Participant's nondeductible voluntary contributions to this and all the defined benefit plans (whether or not terminated) maintained by the Employer and the Annual Additions attributable to all welfare benefit funds, as defined in section 419(e) of the Code or individual medical accounts, as defined in section 415(1)(2) of the Code, or a simplified employee pension, as defined in section 408(k) of the Code, maintained by the Employer), and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of Service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation determined under Sections 415(b) and (d) of the Code in effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's Compensation for such year. If the Employee was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed one (1.0) times under the terms of this Plan. Under the adjustment, an amount equal to the product of (a) the excess of the sum of the fractions over 1.0 times (b) the denominator of this fraction will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and condition of the Plans made after May 5, 1986, but using the limitation of section 415 of the Code applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Additions for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Ownership Interest As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,