Examples of Seller Proportions in a sentence
As consideration for the Purchased Common Units, Purchaser shall pay to each Seller (or any respective designee(s) designated by such Seller) such Seller’s proportion (as determined in accordance with the Seller Proportions) of the sum of (x) the Preferred Unit Price, (y) the Estimated Aggregate Common Equity Price, and (z) the Class B Common Prorated Valuation.
If any such fees, costs and expenses are to be borne by Sellers, each Seller shall be severally, and not jointly, liable for such Seller’s proportion of such fees, costs and expenses in accordance with the Seller Proportions.
Purchaser on one hand and Sellers (in accordance with their Seller Proportions) on the other hand, shall be equally responsible for and shall pay all transfer, sales, use and other similar non-income Taxes (“Transfer Taxes”) incurred in connection with the consummation of the transaction contemplated by this Agreement.
For the avoidance of doubt, any exercise by any Seller of the Put Option must give equal treatment to both Purchasers, pro rata based on their respective Purchaser Proportions, and any exercise by any Purchaser of the Call Option must give equal treatment to all Sellers, pro rata based on their respective Seller Proportions.
Subject to Sections 2.3(b) and 2.3(c) below, promptly following each release, if any, of funds from the HP Escrow to the Company pursuant to the HP Agreement (including any amount constituting interest accrued on the escrowed funds), the Purchasers, severally and not jointly, in accordance with their respective Purchaser Proportions, shall transfer an aggregate amount equal to the product of 35.36% of the amount so released, to the respective Sellers in accordance with their respective Seller Proportions.