Transfer Percentage definition

Transfer Percentage means the percent of the transfer- or’s total payroll for a recent and representative period preceding the transfer date, which is properly assignable to the transferred business. The recent and representative period shall be the four most recently completed calendar quarters preceding the transfer date, except that the period may be expanded to include the partial quarter immediately preceding the transfer if the transfer date did not fall on a quarter ending date and there was no payroll assign- able to the transferred portion of the business in the four most recently completed quarters.

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Transfer Percentage means with respect to any Transfer of Common Shares, the percentage of the then outstanding Common Shares subject to such Transfer.

Transfer Percentage means, with respect to any Prentice Transfer, the percentage determined by dividing the number of shares of Ascendia Brands Common Stock sold by Prentice pursuant to a Prentice Transfer by the total number of shares of Ascendia Brands Common Stock owned by Prentice, on an as-converted, fully-diluted basis (and without giving effect to any limitations on conversion or exercise contained in any convertible or exercisable securities held by Prentice), immediately prior to such Prentice Transfer.

Examples of Transfer Percentage in a sentence

• Accordingly, the Option shall vest (in addition to the portion vested pursuant to Section 2(c) hereof) in the case of a Drag-Along Sale in an amount such that after giving effect to such acceleration, the Option shall be vested in the aggregate as to the same percent as the Parent Transfer Percentage Interest proposed to be transferred pursuant to such Drag-Along Sale.

• At the closing, the Non-Transferring Member shall purchase the Transfer Percentage by wire transfer of immediately available funds to an account designated by the Transferring Member.

• In the event the Selling Investor reduces the number of Transfer Securities proposed to be sold pursuant to an Unregistered Transfer, the Transfer Percentage shall be recalculated and the number of Transfer Securities that may be transferred by each Participating Investor shall be reduced accordingly.

• For purposes of calculating the percentages contemplated by clause (5) and the SP Transfer Percentage, appropriate adjustments shall be made to reflect any stock split, stock dividend, reverse stock split or like transaction made, declared or effected with respect to the Common Stock.

• For purposes of this Agreement, the terms “Parent Stockholders,” “Percentage Interest,” “Parent Transfer Percentage Interest,” “Parent Transfer Units” and “Parent Tag-Along Sale” shall have the meaning ascribed such terms in the Stockholders Agreement.

More Definitions of Transfer Percentage

Transfer Percentage has the meaning given that term in Section 3.02(b).

Transfer Percentage has the meaning set forth in Section 5.1.

Transfer Percentage means, as of any date, with respect to any Person, (x) the aggregate number of Common Shares transferred prior to such date by such Person, other than any Common Shares transferred to Permitted Transferees of such Person, divided by (y) the Initial Ownership of Common Shares of such Person.

Transfer Percentage shall have the meaning set forth in Section 7(a).

Transfer Percentage means, with respect to any Person, the percentage equivalent of a fraction, the numerator of which is the total number of Share Equivalents proposed to be Transferred by such Person (and its Permitted Transferees) and the denominator of which is the total number of Share Equivalents held by such Person (and its Permitted Transferees).

Transfer Percentage means, as of any date of determination with respect to each class or type of Securities to be sold by a Tag-Along Sponsor or Drag-Along Sponsor (as applicable) in connection with any Tag-Along Sale or Drag-Along Sale (as applicable), a percentage equal to (i) a fraction, (x) the numerator of which shall equal the aggregate number of Securities of such class or type proposed to be transferred by the Tag-Along Sponsor or Drag-Along Sponsor (as applicable) pursuant to such Tag-Along Sale or Drag-Along Sale (as applicable), and (y) the denominator of which shall equal the aggregate number of Securities of such class or type held by such Tag-Along Sponsor or Drag-Along Sponsor (as applicable) (and any Affiliates thereof) as of such date of determination, multiplied by (ii) 100; provided that, with respect to any Tag-Along Sale or Drag-Along Sale (as applicable), the Transfer Percentage applicable to any Tag-Along Seller's or Drag-Along Seller's (as applicable) Class A2 Shares and Class B Shares shall be deemed to be equal to (i) a fraction, (x) the numerator of which shall equal the aggregate number of Class A1 Shares proposed to be transferred by the Tag-Along Sponsor or Drag-Along Sponsor (as applicable) pursuant to such Tag-Along Sale or Drag-Along Sale (as applicable), and (y) the denominator of which shall equal the aggregate number of Class A1 Shares held by such Tag-Along Sponsor or Drag-Along Sponsor (as applicable) (and any Affiliates thereof) as of such date of determination, multiplied by (ii) 100; provided further that, with respect to any CoC Tag-Along Sale, the Transfer Percentage applicable to any Tag- Along Seller's Class C Shares shall be deemed to be equal to (i) a fraction, (x) the numerator of which shall equal the aggregate number of Class A1 Shares proposed to be transferred by the Tag-Along Sponsor pursuant to such Tag-Along Sale, and (y) the denominator of which shall equal the aggregate number of Class A1 Shares held by such Tag-Along Sponsor (and any Affiliates thereof) as of such date of determination, multiplied by (ii) 100; provided further that if in the case of a Drag-Along Sale, a Drag-Along Seller holds another type or class of Security which the Drag-Along Sponsor does not hold, such Drag-Along Sponsor may elect, at its sole discretion, to deem the Transfer Percentage applicable to such type or class of Security to be equal to (A) a fraction, (x) the numerator of which shall equal the aggregate number of Class A1 Shares propose...

Transfer Percentage means (a) with respect to sales of Inventory made on or before June 30, 2008, [**]%, and (b) with respect to sales of Inventory on or after July 1, 2008, [**]%; provided, however, that if TMC requires Nycomed to perform quality analysis activities on more than [**] batches per year, the Parties shall negotiate a reasonable fee to be paid by TMC to Nycomed with respect to such activities, reflecting Nycomed’s actual costs to perform such activities, marked up by [**]%, but in no event more than €[**] per analysis.