Selling Percentage definition

Selling Percentage means the percentage that the number of shares of Covered Securities that a Signing Holder may Transfer as determined in accordance with clause (i) of this Section 6(d). The Company agrees that in order to best ensure the fair and reasonable exercise of rights pursuant to this Section 6(d) by the Signing Holders, the Company shall, upon its receipt by a requesting Signing Holder of any request to Transfer Covered Securities or to take any action otherwise contemplated in this Section 6(d), the Company shall promptly notify the other Signing Holders of the request submitted to the Company and shall advise such other Signing Holders of their rights hereunder. In the event that following such notice, the Company determines that to permit Signing Holders to exercise their rights hereunder would adversely affect the Company or the other Signing Holders, then the Company shall have the authority to (i) deny any requested Transfers of Capital Stock or conversions or exercises of Derivative Securities or (ii) proportionally reduce, as determined in the first paragraph of this Section 6(d), the number of Covered Securities that the Signing Holders may Transfer or the number of Derivative Securities that the Signing Holders may convert or exercise, as the case may be. For the purpose of clarity, to the extent a Signing Holder wishes to Transfer Covered Securities or convert or exercise Derivative Securities, such action must be taken within 30 days of the date that the Company notifies the Signing Holders of the extent to which such action may be taken pursuant to this Section 6(d), following which, the right of a Signing Holder to Transfer such Covered Securities or convert or exercise such Derivative Securities shall expire unless it subsequently requests another opportunity to take such action.

Selling Percentage with respect to any calendar year shall mean for LeukoSite * or such lower percentage selected by LeukoSite under Section 4.2 and for Warner shall mean the difference between one hundred percent (100%) and LeukoSite's Selling Percentage.

Selling Percentage means with respect to each Seller, a percentage equivalent of a fraction, the numerator of which is the number of shares of the Company held by such Seller immediately prior to the Closing (but excluding all Rollover Shares held by such Seller) and the denominator of which is the total number of shares of the Company outstanding immediately prior to the Closing (but excluding all Rollover Shares held by all Rollover Participants).

Examples of Selling Percentage in a sentence

• The annual Business Plan shall contain the responsibilities of each party and shall establish the Budgeted Detail Effort for each party for the subsequent calendar year; provided, however, that in each calendar year LeukoSite shall not be required to accept (without LeukoSite's consent) nor shall it be entitled to undertake (without Warner's consent) a Budgeted Detail Effort greater than its Selling Percentage of the Budgeted Total Detail Effort.

• A holder of shares of Class B Common Stock (a "Converting Holder") acquired as a result of the exercise of rights by another Person under Section 10(a) of the Shareholders' Agreement to sell the Selling Percentage (as defined in the Shareholders' Agreement) of Class B Common Stock shall have the right to convert each share of Class B Common Stock so acquired into Class A Common Stock in accordance with the provisions of this Section 2A.

• The decision of such Accountant shall be conclusive and binding upon the Surviving Corporation and the Stockholder Representative and may not be challenged by either of them in any forum, and the fees and costs therefor shall be borne equally by the Surviving Corporation, on the one hand, and the Stockholders and the Optionholders, on the other hand (in accordance with their respective Selling Percentage).

• The term "Selling Percentage" means the percentage that the number of shares of Covered Securities that a Signing Holder may Transfer as determined in accordance with clause (i) of this Section 6(d).

• The "Selling Percentage" means the percentage derived by dividing (x) the number of shares of Deemed Common Stock being offered for sale by the Selling Shareholder by (y) the number of shares of Deemed Common Stock outstanding as of the date of the Sale Notice.

More Definitions of Selling Percentage

Selling Percentage means the result obtained by dividing (i) the result obtained by subtracting (A) the number of Management Shares Sold from (B) the result obtained by multiplying (1) 0.51 by (2) Fully Diluted Common Stock Deemed Outstanding on the Closing Date by (ii) the total number of shares of Vested Stock owned by the Sellers (other than the Management Sellers) as of the Closing Date in the aggregate.

Selling Percentage means the percentage derived by dividing (x) the number of shares of Deemed Common Stock being offered for sale by the Selling Shareholder by (y) the number of shares of Deemed Common Stock outstanding as of the date of the Sale Notice; provided, however, that the number of shares of Deemed Common Stock being offered for sale by the Selling Shareholder shall be reduced as necessary to permit the participation in the proposed sale of the holders of the Senior Subordinated Notes. None of the provisions of Section 10 hereof shall apply to an Exempt Transfer.

Selling Percentage means, in respect of each Seller Member, the percentage specified opposite the Seller Member’s name on Schedule D.

Selling Percentage means, with respect to any Stockholder or Optionholder, the percentage set forth next to such Stockholder's or Optionholder's name on EXHIBIT B hereto.

Selling Percentage means, in respect of each Seller, the applicable percentage specified in Exhibit A.

Selling Percentage means, in respect of each Seller Member, the percentage specified opposite the Seller Member’s name onSchedule D. “Straddle Period” means any taxable period beginning on or before, and ending after, the Closing Date.

Selling Percentage means, in respect of each Seller, the applicable percentage specified in Schedule A.