Pro Rata Interests definition

Pro Rata Interests. The Members shall be entitled to their pro rata share of each item of income, gain, loss, deduction and credit derived by the Project Company and to their pro rata share of the net distributable cash flow of the Project Company.
Sample 1Sample 2Sample 3
Pro Rata Interests means, with respect to any Company Member, such Person’s percentage ownership interest in the Company as of immediately prior to the Effective Time.
Sample 1
Pro Rata Interests. “Pro-Rata Interest” with respect to a Lender individually, or “Pro Rata Interests” with respect to the Lenders collectively, as the case may be, means the applicable percentage or percentages in which the Lenders agree to share in the collections, recoveries, and certain contribution obligations under and with respect to the Portion of the Loans being made by each Lender. The Pro Rata Interest of any Lender from time to time shall be equal to the percentage obtained by dividing (x) the outstanding principal balance of the Loans made by such Lender by (y) the outstanding principal balance of the Loans made by all Lenders.
Sample 1

Examples of Pro Rata Interests in a sentence

  • In the event of a taking pursuant to any of the foregoing subsections, Lessor and Lessee shall work in good faith to divide the award according to their respective interests in the Leased Property, and if they are unable to reach agreement, the award shall be shared according to their Pro Rata Interests, except awards with respect to personal property owned by each party shall belong to that party alone.

  • Upon request of Sellers’ Representative, the Stockholders, in accordance with their respective Pro Rata Interests, shall reimburse Sellers’ Representative for any and all costs and expenses incurred by Sellers’ Representative in performing his obligations hereunder.

  • In calculating any amounts payable to any Seller or the Sellers’ Representative under this Agreement, the Buyer and its Affiliates shall be entitled to rely conclusively on information set forth on Schedule 1(b) as conclusive evidence of each Seller’s Pro Rata Interest, and neither the Buyer nor its Affiliates shall have any liability relating to any payment or allocation made to any Seller or the Sellers’ Representative in accordance with the Pro Rata Interests as set forth on Schedule 1(b).

  • Excess amounts (as determined in good faith by the Seller Representative from time to time) will be released from the Representative Fund to the Sellers in accordance with their relative Pro Rata Interests.

  • Any interest and other income resulting from such investments shall be paid to the Stockholders in accordance with their Pro Rata Interests.

  • The Company Members shall, in accordance with Article VIII below, severally and not jointly (in accordance with their Pro Rata Interests), indemnify and hold harmless Parent against any such Tax or reduction of any Tax asset.

  • Upon the Initial Escrow Termination Date, each Company Stockholder shall be entitled to receive its Pro Rata Interest of the Initial Escrow Amount, and ECI shall cause any of the Initial Escrow Amount remaining in the Escrow Indemnity Account at such time to be released to the Paying Agent to be paid to the Company Stockholders in accordance with their respective Pro Rata Interests.

  • Dividends and other distributions on the Escrow Materials and earnings thereon will be allocable for tax purposes to the Company Stockholders in proportion to their respective Pro Rata Interests and the Company Stockholders will include such allocations in their gross income for federal, state and local income tax purposes and pay any tax resulting therefrom.

  • All applicable Transfer Taxes payable in connection with the Merger, this Agreement, the transactions contemplated by this Agreement or the documents giving effect to such transactions will be the responsibility of, and be paid by, one-half by Acquiror and one-half by the Primary Holders (pro rata in accordance with their respective Pro Rata Interests).

  • For the avoidance of doubt, if the Forfeited Consideration is less than the balance of the Equity Escrow Account, then the Forfeited Consideration shall be disbursed to the Stockholders in accordance with their Pro Rata Interests and the remainder shall be returned to Parent.


More Definitions of Pro Rata Interests

Pro Rata Interests shall have the meaning specified in Section 2.3.
Sample 1
Pro Rata Interests means, as to any Tagging Member, the product of (i) the Percentage Interests proposed to be sold by the selling Unit Holder(s) in the Company Sale, multiplied by (ii) a fraction, the numerator of which is the Percentage Interests at the time owned by such Tagging Member and the denominator of which is the aggregate Percentage Interests at the time owned by the selling Unit Holder(s) and all Tagging Members.
Sample 1

Related to Pro Rata Interests

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • Participation Interests shall have the meaning specified in subsection 2.09(a)(ii).

  • Class B Interests As set forth in the Trust Agreement.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • Class A Interest Each of the Class A-1 and Class A-2 Interests.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Percentage Interests shall have the meaning specified in the Trust Agreement.

  • Other Interests means the legal or equitable estates or interests and other rights in relation to the determination area described in Schedule Five and referred to in paragraph 14;

  • Class A Percentage Interest means, with respect to a Class A Member as of a given date, that percentage obtained by dividing the total number of Class A Units owned by such Member by the total number of Class A Units issued and outstanding.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Uncertificated Lower-Tier Interests Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.

  • Original Class B-4 Percentage The Class B-4 Percentage as of the Cut-Off Date, as set forth in Section 11.11.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • 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.

  • Original Class B-3 Percentage The Class B-3 Percentage as of the Cut-Off Date, as set forth in Section 11.10.

  • Lower Tier Interest As described in the Preliminary Statement.

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

  • Class C Percentage Interest As of any date of determination, with respect to the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.

  • Original Class A Percentage The Class A Percentage as of the Cut-Off Date, as set forth in Section 11.04.

  • Class B-3 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-3 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-3 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for such Distribution Date will be zero.

  • Class A Invested Amount means, on any date of determination, an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of (i) the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over (ii) Class A Investor Charge-Offs reimbursed pursuant to subsection 4.07(b) prior to such date.

  • Class A Interest Percentage As to any Distribution Date and any Class of Class A 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 A Interest Accrual Amount (determined without regard to clause (ii) of the definition of Interest Accrual Amount).

  • Class B Percentage Interest As of any date of determination, with respect to the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class B Certificates on such date, and the denominator of which is the Class Principal Balance of the Class B Regular Interest 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.

  • 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.

  • Related interests means the interests of a coastal State directly affected or threatened by a wreck, such as: