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.
Sample 1Sample 2
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 Xxx Group Shareholders, in each case as equitably adjusted to account for stock dividends, stock splits, reverse stock splits or other similar reclassifications.
Sample 1
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.
Sample 1

Examples of Proportionate Equity Interest in a sentence

  • The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, but shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


More Definitions of Proportionate Equity Interest

Proportionate Equity Interest with respect to Newell shall mean the respective percentages of issued and xxxxxanding shares of Class A and Class B Common Stock owned by Newell immediately prior to each such issuance or sale. Fxx xxx purpose of computing the Proportionate Equity Interest of Newell the following shall be assumed: (1) the complete cxxxxxxion 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 Xxxxxx, shall be identical to that paid and agreed to by txx xxxer 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 bx xxxxtled to pay the purchase xxxxx 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 xx xxe Board.
Sample 1

Related to Proportionate Equity Interest

  • Proportionate Interest has the meaning specified in Section 2.5(d);

  • Proportionate Share means, with respect to any Lender, the percentage obtained by dividing (a) the sum of the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect.

  • Proportionate Percentage means, with respect to any Stockholder as of any date, the result (expressed as a percentage) obtained by dividing (i) the number of shares of Common Stock owned by such Stockholder as of such date by (ii) the total number of shares of Common Stock outstanding as of such date.

  • Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

  • Income interest means the right of an income beneficiary to receive all or part of net income, whether the terms of the trust require it to be distributed or authorize it to be distributed in the trustee's discretion.

  • Working Interest means an interest in oil and/or gas in the unit area by virtue of a lease, operating agreement, fee title, or otherwise, including a carried interest, the owner of which is obligated to pay, either in cash or out of production or otherwise a portion of the unit expense.

  • Percentage Interest As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

  • Special Equity Interest means any Equity Interest that is subject to a Lien in favor of creditors of the issuer of such Equity Interest provided that (a) such Lien was created to secure Indebtedness owing by such issuer to such creditors, (b) such Indebtedness was (i) in existence at the time the Obligors acquired such Equity Interest, (ii) incurred or assumed by such issuer substantially contemporaneously with such acquisition or (iii) already subject to a Lien granted to such creditors and (c) unless such Equity Interest is not intended to be included in the Collateral, the documentation creating or governing such Lien does not prohibit the inclusion of such Equity Interest in the Collateral.

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Asset Interest is defined in Section 2.1(b).

  • Proportionate Liability means the proportion of any judgment that, had the Settling Defendants not settled, the Ontario Court or Quebec Court, as applicable, would have apportioned to the Releasees.

  • Participating Interest is defined in Section 1.2(d) hereof.

  • Preferred Equity Interest means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • Equity Interest means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options or other rights to purchase any of the foregoing.

  • 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.

  • Note B Percentage Interest means a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.

  • 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.

  • New Equity Interests means the limited liability company

  • Minority Interest means the percentage interest represented by any class of Capital Stock of a Restricted Subsidiary that are not owned by the Company or a Restricted Subsidiary.

  • Insurable interest as used in this section means any actual, lawful, and substantial economic interest in the safety or preservation of the subject of the insurance free from loss, destruction, or pecuniary damage or impairment.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Sharing Percentage means, with respect to any Member, a percentage, expressed as a fraction the numerator of which is the number of Units held by such Member and the denominator of which is the aggregate number of Units held by all Members.

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