Proportionate Equity Interest definition
Proportionate Equity Interest means the number of Shares set forth on the Schedule opposite the Management Stockholder's or Non-Management Stockholder's name plus the number of Shares underlying options granted to such Management Stockholder or Non-Management Stockholder pursuant to the Purchase Agreement (to the extent exercisable) divided by the aggregate number of Shares set forth on the Schedule opposite the names of the JWC Group Stockholders, in each case as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications. For purposes of calculating the Proportionate Equity Interest only, the number of Shares set forth opposite any Stockholder's name on the Schedule shall not include any adjustments to such number arising out of Transfers pursuant to Rule 144 Transactions or Public Offerings. Any Transfer of Shares pursuant to this Section 2.1 (other than pursuant to Sections 2.1 (ii) and (iii)) shall remain subject to the Transfer restrictions of this Agreement, and each intended transferee pursuant to this Section shall execute and deliver to the Company a counterpart of this Agreement, which shall evidence such transferee's agreement that the Shares intended to be Transferred shall continue to be subject to this Agreement and that as to such Shares the transferee shall be bound by the restrictions of this Agreement as a Stockholder hereunder.
Proportionate Equity Interest means the number of Shares set forth on the Schedule opposite the Management Shareholder's name plus the number of Shares underlying options granted to such Management Shareholder on the date hereof (to the extent exercisable) divided by the aggregate number of Shares set forth on the Schedule opposite the names of the ▇▇▇ Group Shareholders, in each case as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications."
Proportionate Equity Interest with respect to a Stockholder shall mean the percentage of shares of Stock held by such Stockholder immediately prior to the issuance or sale referred to in the immediately preceding sentence. The per share or equivalent price, if any, payable by each Stockholder, and all other terms and conditions of the offer to each Stockholder, shall be identical to that offered to other Persons in connection with such issuance or sale; provided, however, that if the purchase price is to be paid by other Persons in kind or is for any other reason of a type of consideration which any Stockholder cannot readily deliver, such Stockholder shall nevertheless be entitled to pay the purchase price in cash, such price to be an amount equal to the monetary equivalent value to the Company of such consideration in kind or other consideration which such Stockholder cannot readily deliver, as determined in good faith by the Board of Directors of the Company.
Examples of Proportionate Equity Interest in a sentence
The "Initial Proportionate Equity Interest" of a party is such party's Initial Ownership of such class divided by the Initial Ownership of THL of such class.
For purposes of calculating the Proportionate Equity Interest only, the number of Shares set forth opposite any Stockholder's name on the Schedule shall not include any adjustments to such number arising out of Transfers pursuant to Rule 144 Transactions or Public Offerings.
For the purposes hereof, the term "Proportionate Equity Interest" with respect to a Stockholder shall mean the percentage of shares of Stock held by such Stockholder immediately prior to the issuance or sale referred to in the immediately preceding sentence.
More Definitions of Proportionate Equity Interest
Proportionate Equity Interest with respect to Newell shall mean the respective percentages of issued and ▇▇▇▇▇anding shares of Class A and Class B Common Stock owned by Newell immediately prior to each such issuance or sale. F▇▇ ▇▇▇ purpose of computing the Proportionate Equity Interest of Newell the following shall be assumed: (1) the complete c▇▇▇▇▇▇ion of all Rights that consist of securities convertible into Common Stock; and (2) the exercise and/or purchase of all Common Stock purchasable pursuant to all other Rights (excluding those purchasable upon exercise of the Warrants following certain defaults, if any, by PMC under the Subordinated Loan Agreement). The "per share or equivalent price", if any, payable by Newell and all other terms and conditions of the offer to ▇▇▇▇▇▇, shall be identical to that paid and agreed to by t▇▇ ▇▇▇er parties in connection with such issuance or sale; PROVIDED, HOWEVER, that if the purchase price was paid by other parties in kind or is for any other reason of a type of consideration which Newell cannot readily deliver, Newell shall nevertheless b▇ ▇▇▇▇tled to pay the purchase ▇▇▇▇▇ in cash, such price to be an amount equal to the monetary equivalent value to the Corporation of such consideration in kind or other consideration which Newell cannot readily deliver, as determined in good faith ▇▇ ▇▇e Board.