Stock Pro Rata Share definition

Stock Pro Rata Share means for each Company Indemnifying Party, the quotient, as set forth as a percentage in the Spreadsheet, obtained by dividing (A) the number of shares of Acquiror Common Stock payable to such Company Indemnifying Party pursuant to Section 1.9(a)-(b) by (B) the aggregate amount of Acquiror Common Stock payable to all Company Indemnifying Parties pursuant to Section 1.9(a)-(b).
Sample 1
Stock Pro Rata Share the numerator of which is the product of (i) the Acquirer Stock Price multiplied by (ii) the aggregate number of shares of Acquirer Common Stock that such Holdback Indemnifying Party is entitled to be issued pursuant to Section 1.4(a) for Company Series A Preferred Stock (which, for the avoidance of doubt, excludes any issuances in respect of Dissenting Shares) and the denominator of which is (iii) the product of (a) the Acquirer Stock Price multiplied by (b) the aggregate number of shares of Acquirer Common Stock that all Holdback Indemnifying Parties are entitled to be paid and issued, respectively, pursuant to Section 1.4(a) for Company Series A Preferred Stock (which, for the avoidance of doubt, excludes any payments and issuances in respect of Dissenting Shares).
Sample 1
Stock Pro Rata Share means, with respect to each Key Personnel, an amount equal to the product of (i) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all unvested Company Options held by such Key Personnel that are outstanding as of immediately prior to the Effective Time divided by (ii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all unvested Company Options held by all Key Personnel that are outstanding as of immediately prior to the Effective Time.
Sample 1

Examples of Stock Pro Rata Share in a sentence

  • The New Common Stock Pro Rata Share is subject to adjustment upon Allowance of Claims after the Record Date.

  • The Indemnitors, jointly and severally, shall reimburse the Stockholders’ Agent for the costs and expenses incurred by the Stockholders’ Agent in connection with its duties hereunder based on their respective Stock Pro Rata Share and/or Option Pro Rata Share, as applicable.

  • Section 2201 amends section 100(b) of the Rehabilitation Act by extending the authorization of the Title I program through 2000.

  • As soon as reasonably practicable after the date of delivery to the Paying Agent of the Stockholder Deliverables, the delivering holder shall be entitled to receive, (A) the amount of cash and (B) the number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.9(a), less (x) such holder’s Holdback Pro Rata Share of the Holdback Amount and (y) such holder’s Stock Pro Rata Share of the Stock Escrow (such amount, the “Preferred Closing Consideration”).

  • The Company may assign its rights of first refusal pursuant to this Section 3.03 to the Initial Investors based on their respective Initial Investor Stock Pro Rata Share.

  • All amounts released from the Holdback Fund to the Holdback Indemnifying Parties shall be made in accordance with such Holdback Indemnifying Party’s Cash Pro Rata Share and Stock Pro Rata Share.

  • As soon as reasonably practicable after the date of delivery to the Paying Agent of the Stockholder Deliverables, the delivering holder shall be entitled to receive, (A) the amount of cash and (B) the number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.9(b), less (x) such holder’s Holdback Pro Rata Share of the Holdback Amount and (y) such holder’s Stock Pro Rata Share of the Stock Escrow (such amount, the “Common Closing Consideration”).

  • A Holder proposing to sell any of its Common Stock Securities must first give each other Holder the right to sell (along with such selling Holder) up to its Common Stock Pro Rata Share of the Common Stock Tag-Along Shares.

  • A copy of the report is to be forwarded submitted to the Planning Secretary.Commented [LB25]: Merged into above condition for ease of readingB15.

  • Shareholder Shares of Series A Voting Common Stock Shares of Series B Non-Voting Common Stock Pro Rata Share of Outstanding Shares Xxxxxxx X.


More Definitions of Stock Pro Rata Share

Stock Pro Rata Share means, for each stockholder of the Company the quotient obtained by dividing (A) the sum of (1) the number of shares of Company Preferred Stock owned by such stockholder immediately prior to the Effective Time, and (2) the number of shares of Company Common Stock owned by such stockholder immediately prior to the Effective Time, by (B) the Fully Diluted Common Number.
Sample 1
Stock Pro Rata Share. Section 2.1.4.15 “Stockholder Consideration” Section 2.1.4.16 “Stockholders’ Agent” Preamble “Surviving Corporation” Section 1.1 “Tax Claim” Section 8.5
Sample 1
Stock Pro Rata Share. Stock Pro-Rata Share" means (i) with respect to each Seller (other than the Greenhill Noteholder), the percentage set forth next to such Seller's name on Exhibit A and (ii) with respect to the Greenhill Noteholder, assuming the Convertible Note has been issued prior to the Closing and is being converted in connection therewith, the number of shares of Parent Stock set forth opposite the Greenhill Noteholder's name on Exhibit A.
Sample 1
Stock Pro Rata Share means, with respect to each Key Personnel, an amount equal to the product of (i) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all unvested Company Options held by such Key Personnel that are outstanding as of immediately prior to the Effective Time d ivided by (ii) the maximum aggregate number of shares of Company Common Stock issuable upon full exercise, exchange or conversion of all unvested Company Options held by all Key Personnel that are outstanding as of immediately prior to the Effective Time.
Sample 1

Related to Stock Pro Rata Share

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • 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.

  • Allocable Share means Allocable Share as that term is defined in the Master Settlement Agreement.

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • Proportionate Percentage means, with respect to any Shareholder as of any given date with respect to an Eligible Offering, the number (expressed as a percentage) obtained by dividing (A) the number of shares of Common Stock owned by such Shareholder as of such date by (B) the total number of shares of Common Stock held by all Shareholders.

  • Revolving Percentage as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding).

  • PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the excess of the Required Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is such Required Coupon. As to any Non-Discount Mortgage Loan, 0%.

  • CAM Percentage means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

  • L/C Percentage as to any L/C Lender at any time, the percentage of the Total L/C Commitments represented by such L/C Lender’s L/C Commitment, as such percentage may be adjusted as provided in Section 2.23.

  • 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.

  • Non-PO Percentage As to any Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the Required Coupon. As to any Non-Discount Mortgage Loan, 100%.

  • Commitment Percentage means, as to any Lender at any time, the ratio of (a) the amount of the Commitment of such Lender to (b) the Aggregate Commitment of all of the Lenders.

  • Revolver Percentage means, for each Lender, the percentage of the Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender (including through participation interests in Reimbursement Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding.

  • Cash Percentage shall have the meaning specified in Section 14.02(a)(iii).

  • Class C Percentage means at any time the percentage equivalent of a fraction, the numerator of which is the Outstanding Amount of the Class C Notes and the denominator of which is the sum of the Outstanding Amount of all the Notes.

  • Class B Interest Percentage With respect to any Distribution Date and any Class of Class B Certificates, the percentage calculated by dividing the Interest Accrual Amount of such Class (determined without regard to clause (ii) of the definition thereof) by the Class B Interest Accrual Amount (determined without regard to clause (ii) of the definition of each Interest Accrual Amount).

  • Applicable Commitment Percentage means, with respect to each Lender at any time, a fraction, the numerator of which shall be such Lender's Revolving Credit Commitment and the denominator of which shall be the Total Revolving Credit Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 11.1.

  • controlling percentage means the ownership of, and the right to vote, stocks possessing at least 50% of the total combined voting power of all classes of Tenant's stock issues, outstanding and permitted to vote for the election of directors;

  • Tenant’s Pro Rata Share means the percentage calculated by dividing the rentable area of the Premises (numerator) by the rentable area of the Building (denominator), and expressing the fraction as a percentage.

  • Revolving Facility Percentage means, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.

  • Applicable Revolving Percentage means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

  • Percentage Share means, when used:

  • Term Percentage as to any Term Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding).

  • Shift Percentage As to any Distribution Date occurring during the five years beginning on the first Distribution Date, 0%. For any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date as follows: for any Distribution Date in the first year thereafter, 30%; for any Distribution Date in the second year thereafter, 40%; for any Distribution Date in the third year thereafter, 60%; for any Distribution Date in the fourth year thereafter, 80%; and for any Distribution Date thereafter, 100%.