Pro Rata Percentages definition

Pro Rata Percentages means, with respect to each Member, the percentage set across such Member’s name on Schedule E, which shall be the accurate reflection of the Members’ respective ownership percentages of Seller as of the date hereof and as of the Closing Date.

Pro Rata Percentages means, with respect to each Member, the percentage opposite such Member's name set forth on the Allocation Schedule under the heading “Pro Rata Percentage.“

Pro Rata Percentages has the meaning set forth in Section 2.2.

Examples of Pro Rata Percentages in a sentence

• As set forth in Section 3.2 and Section 3.3, Seller may, at its option, direct that any payment by Buyer or issuance by Parent (including by release of Indemnity Escrow Shares pursuant to the Escrow Agreement) be made instead to the Members in accordance with their respective Pro Rata Percentages.

• Upon any change in the Revolving Credit Commitments or Pro Rata Percentages of the Revolving Credit Lenders pursuant to Section 2.21 or 9.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and unreimbursed L/C Disbursements relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 2.23(d) to reflect the new Pro Rata Percentages of each Revolving Credit Lender.

• 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.

• All Loans under, and all payments and other amounts received in connection with, this Agreement (including, without limitation, amounts received as a result of the exercise by any Lender of any right of set-off), shall be effectively shared by the Lenders ratably in accordance with the respective Pro Rata Percentages of the Lenders.

• All Loans under, and all payments and other amounts received in connection with this Agreement (including, without limitation, amounts received as a result of the exercise by any Bank of any right of set off) shall be effectively shared by the Banks ratably in accordance with the respective Pro Rata Percentages of the Banks.

More Definitions of Pro Rata Percentages

Pro Rata Percentages means for each Seller, the percentage set forth next to such Seller’s name on Appendix 2.4.

Pro Rata Percentages means the amount for each Seller set forth opposite such Seller’s name on Annex A, which amount may consist of (a) a combination of cash and Common Stock or (b) solely cash.

Pro Rata Percentages. As defined in Section 2.1(a)(i).

Pro Rata Percentages means, as to each Lender, the percentage set forth next to such Lender's name on Schedule A hereto.

Pro Rata Percentages means, as to each Lender at any time, (a) with respect to such Lender's Commitment to make Delayed Draw Term Loans, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender's Delayed Draw Term Loan Commitment at such time and the denominator of which is the aggregate Delayed Draw Term Loan Commitments of all Lenders at such time, (b) with respect to the outstanding Delayed Draw Term Loans at any time, a fraction (expressed as a percentage), the numerator of which is the principal amount of the outstanding Delayed Draw Term Loans held by such Lender at such time and the denominator of which is the aggregate outstanding principal amount of the Delayed Draw Term Loans held by all Lenders at such time and, (c) with respect to the outstanding Term A Loan at any time, a fraction (expressed as a percentage), the numerator of which is the principal amount of the outstanding Term A Loan held by such Lender at such time and the denominator of which is the aggregate outstanding principal amount of the Term A Loan held by all Lenders at such time, and (d) for all other purposes hereunder, a fraction (expressed as a percentage), the numerator of which is (x) the amount of the sum of such Lender's Delayed Draw Term Loan Commitment at such time, plus the principal amount of Delayed Draw Term Loans then owed to such Lender hereunder, plus the principal amount of the outstanding Term A Loan held by such Lender at such time, and the denominator of which is (y) the sum of the aggregate amount of all Delayed Draw Term Loan Commitments of all Lenders at such time, plus the principal amount of Delayed Draw Term Loans then owed to all Lenders hereunder, plus the aggregate outstanding principal amount of the Term A Loan held by all Lenders at such time.

Pro Rata Percentages the respective percentage ownership of Units by the Members immediately prior to the Closing as set forth on Schedule 2.2.

Pro Rata Percentages means the percentages set forth on Schedule 3.4I, which represent each Stockholders’ fully diluted percentage of the Company Common Stock.