Total Pro Rata Share definition

Total Pro Rata Share means the total number of additional licenses granted by PHS which include the LICENSED PATENT RIGHTS and which have LICENSED FIELDS OF USE which include but are not necessarily limited to therapeutic applications divided by the total number of licenses granted by PHS which include the LICENSED PATENT RIGHTS and which have LICENSED FIELDS OF USE which include but are not necessarily limited to therapeutic applications. For example, if PHS has granted 4 additional licenses which include the LICENSED PATENT RIGHTS and which have LICENSED FIELDS OF USE which include, but are not necessarily limited to therapeutic applications, then the TOTAL PRO RATA SHARE would be four fifths (4/5).

Total Pro Rata Share means, with respect to any Lender, a fraction (expressed as a percentage), the numerator of which is the outstanding principal amount of such Lender’s Loans (or, prior to the making of the initial Loans, such Lender’s Commitments) and the denominator of which is the outstanding principal amount of the Loans of all Lenders (or, prior to the making of the initial Loans, the aggregate of the Commitments of all Lenders).

Total Pro Rata Share means, for any Lender at any time, the proportion (expressed as a decimal, rounded to the ninth decimal place) that (a) such Lender’s Commitment constitutes of (b) Aggregate Commitment (or, after the Commitments have terminated, that (i) the sum of the U.S. Dollar Outstandings and the Canadian Dollar Outstandings of such Lender constitute of the Total Outstandings). The initial Total Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

Examples of Total Pro Rata Share in a sentence

• The Administrative Agent will promptly distribute to each Lender its Total Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received.

• The Company acknowledges that, in order to maintain U.S. Loans and Dutch Loans in accordance with each Lender’s Total Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase in the amount of the Aggregate Commitment may require prepayment of all or portions of outstanding Eurodollar Loans on the date of such increase (and any such prepayment shall be subject to the provisions of Section 3.4).

• Any reduction of the Aggregate Commitment (a) shall be in the amount of U.S.$10,000,000 or a higher integral multiple of U.S.$1,000,000; and (b) shall be applied to reduce the amount of the Commitment of each Lender according to its Total Pro Rata Share.

• Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Total Pro Rata Share times the amount of such Letter of Credit.

• The Company shall pay to the Administrative Agent for the account of each Lender in accordance with its Total Pro Rata Share a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Letter of Credit Fee Rate times the average daily maximum amount available to be drawn under such Letter of Credit during the applicable fiscal quarter.

More Definitions of Total Pro Rata Share

Total Pro Rata Share means a fraction whose numerator (a) with respect to Bank of America, is the sum of Bank of America's Commitment and the Supplemental Commitment, (b) with respect to U.S. Bank, is U.S. Bank's Commitment, and (c) with respect to KeyBank, is KeyBank's Commitment, and whose denominator is the sum of all Lenders' Commitments and the Supplemental Commitment.

Total Pro Rata Share has the meaning set forth in Section 3.02.

Total Pro Rata Share means, for any Lender at any time, the proportion (expressed as a decimal, rounded to the ninth decimal place) that (a) the sum of such Lender’s U.S. Commitment and Canadian Commitment constitutes of (b) Aggregate Total Commitment (or, after the Commitments have terminated, that (i) the sum of the U.S. Outstandings and the Canadian Outstandings of such Lender constitute of the Total Outstandings). The initial Total Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

Total Pro Rata Share means, at any time with respect to any Lender, the ratio (expressed as a percentage) of such Lender’s Aggregate Credit Exposure at such time to the Aggregate Credit Exposure of all Lenders at such time.

Total Pro Rata Share means, for any Lender, a fraction whose numerator is such Lender's Commitment and whose denominator is the sum of the Commitments of all Lenders.

Total Pro Rata Share means the percentage obtained by dividing (A) such Lender’s Revolving Credit Commitment and the aggregate unpaid principal amount of such Lender’s Term Loans by (B) the Total Revolving Credit Commitment and the aggregate unpaid principal amount of all Term Loans, provided, that, to the extent the Total Revolving Credit Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender’s Revolving Loans and Term Loans (including Administrative Agent Advances) and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans and Term Loans (including Administrative Agent Advances).

Total Pro Rata Share without the written consent of each Lender, (e) except as otherwise provided in this Agreement and the other Loan Documents, release all or a substantial portion of the Collateral, subordinate any Lien granted in favor of Administrative Agent for the benefit itself and the Lenders, or release the Borrower or any Guarantor without the written consent of each Lender, or (f) amend, modify or waive Section 3.04 or this Section 11.02 of this Agreement without the written consent of each Lender; provided, further, the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent, affect the rights or duties of Administrative Agent (but not in its capacity as a Lender) under this Agreement or the other Loan Documents.