VERITAS PERCENTAGE INTEREST definition

VERITAS PERCENTAGE INTEREST means that percentage of the fully diluted Common Stock equivalent equity interests in Newco (assuming conversion of all convertible securities and exercise of all options and warrants) immediately following the Effective Time which equals the greater of (a) 60% or (b) that percentage which results in the holders of VERITAS Common Stock, options, warrants and convertible debentures immediately before the Effective Time owning, immediately after the Effective Time, 60% of the Common Stock equivalent equity interests in Newco computed using the treasury stock method with respect to the outstanding options and warrants but not with respect to convertible debentures (which shall be treated as if converted to Common Stock). For this purpose, "treasury stock method" means that the number of shares issuable upon exercise of all outstanding options and warrants of Newco immediately after the Effective Time (but excluding any shares issuable upon exchange of TeleBackup "Exchangeable Shares" (as such term is defined in the TeleBackup Combination Agreement) or any shares issuable upon exercise of options assumed by Newco in connection with the TeleBackup Transaction) will be deemed to be reduced by the number of shares that could be repurchased at the VERITAS Closing Price with the proceeds from the hypothetical exercise of all such outstanding options and warrants which have exercise prices less than the VERITAS Closing Price. Attached hereto as Exhibit 14.15H is an exemplar of the methodology to be used in calculating the VERITAS Percentage Interest at the Closing.
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VERITAS PERCENTAGE INTEREST means that percentage of the fully diluted Common Stock equivalent equity interests in Newco (assuming conversion of all convertible securities and exercise of all options and warrants) immediately following the Effective Time which equals the greater of (a) 60% or (b) that percentage which results in the holders of VERITAS Common Stock, options, warrants and convertible debentures immediately before the Effective Time owning, immediately after the Effective Time, 60% of the Common Stock equivalent equity interests in Newco computed using the treasury stock method with respect to the outstanding options and warrants but not with respect to convertible debentures (which shall be treated as if converted to Common Stock). For this A-90 92 purpose, "treasury stock method" means that the number of shares issuable upon exercise of all outstanding options and warrants of Newco immediately after the Effective Time (but excluding any shares issuable upon exchange of TeleBackup "Exchangeable Shares" (as such term is defined in the TeleBackup Combination Agreement) or any shares issuable upon exercise of options assumed by Newco in connection with the TeleBackup Transaction) will be deemed to be reduced by the number of shares that could be repurchased at the VERITAS Closing Price with the proceeds from the hypothetical exercise of all such outstanding options and warrants which have exercise prices less than the VERITAS Closing Price. Attached hereto as Exhibit 14.15H is an exemplar of the methodology to be used in calculating the VERITAS Percentage Interest at the Closing. "VERITAS PERMITTED ENCUMBRANCE" means Encumbrances (a) as disclosed as an Encumbrance in the VERITAS Disclosure Schedule or the VERITAS SEC Documents filed prior to October 5, 1998, (b) Encumbrances for liabilities reflected in the VERITAS Financial Statements, (c) liens for current taxes not yet delinquent, (d) liens imposed by law and incurred in the ordinary course of business to carriers, warehousemen, laborers, material men and the like not yet due, (e) immaterial imperfections of title set forth in the VERITAS Disclosure Letter (f) Encumbrances which are not material in amount or which will not materially interfere with the use of the VERITAS Assets for the Conduct of the VERITAS Business. "VERITAS PLANS" is defined in Section 1.2(b)(i). "VERITAS PRODUCTS" means the software and other products marketed or sold by VERITAS and all of software products currently under development by or for VER...
Sample 1Sample 2
VERITAS PERCENTAGE INTEREST means that percentage of the fully diluted Common Stock equivalent equity interests in Newco (assuming conversion of all convertible securities and exercise of all options and warrants) immediately following the Effective Time which equals the greater of (a) 60% or (b) that percentage which results in the holders of VERITAS Common Stock, options, warrants and convertible debentures immediately before the Effective Time owning, immediately after the Effective Time, 60% of the Common Stock equivalent equity interests in Newco computed using the treasury stock method with respect to the outstanding options and warrants but not with respect to convertible debentures (which shall be treated as-if-converted to Common Stock). For this purpose, "treasury stock method" means that the number of shares issuable upon exercise of all outstanding options and warrants will be deemed to be reduced by the number of shares that could be repurchased at the VERITAS Closing Price with the proceeds from the hypothetical exercise of all outstanding options and warrants which have exercise prices less than the VERITAS Closing
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Related to VERITAS PERCENTAGE INTEREST

  • Class C Percentage Interest As of any date of determination, with respect to the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.

  • Class B Percentage Interest As of any date of determination, with respect to the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class B Certificates on such date, and the denominator of which is the Class Principal Balance of the Class B Regular Interest on such date.

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Percentage Interest means, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal Balances of all of the Notes.

  • Class A Percentage Interest means, with respect to a Class A Member as of a given date, that percentage obtained by dividing the total number of Class A Units owned by such Member by the total number of Class A Units issued and outstanding.

  • Note B Percentage Interest means a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • Certificate Percentage Interest means, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%.

  • Percentage Interests shall have the meaning specified in the Trust Agreement.

  • Class B-5 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-5 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-5 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for such Distribution Date will be zero.

  • Class B-4 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for such Distribution Date will be zero.

  • 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-1 Percentage As to any Distribution Date, the percentage calculated by multiplying the Subordinated Percentage by either (i) if any Class B Certificates (other than the Class B-1 Certificates) are eligible to receive principal distributions for such Distribution Date in accordance with Section 4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event that the Class B Certificates (other than the Class B-1 Certificates) are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), one.

  • Economic Capital Account Balances has the meaning set forth in Section 6.1.E.

  • Class B-6 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-6 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-6 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for such Distribution Date will be zero.

  • Class B-2 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.

  • Book Capital Account means, for any Holder at any time, the Book Capital Account of the Holder for such day, determined in accordance with Section 8.1 hereof.

  • Class A Interest Each of the Class A-1 and Class A-2 Interests.

  • Current Class A Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

  • Original Class B-5 Percentage The Class B-5 Percentage as of the Cut-Off Date, as set forth in Section 11.12.

  • Original Class B-4 Percentage The Class B-4 Percentage as of the Cut-Off Date, as set forth in Section 11.11.

  • Economic Capital Account Balance has the meaning provided in Section 5.1(e) hereof.

  • Lower Tier Principal Distribution Amount With respect to any calendar month, the sum of (i) the Cash Flow Distribution Amount and (ii) the Lower Tier Accrual Amount, if any.

  • Class A Interest Distributable Amount means, with respect to any Distribution Date and each class of Class A Notes, an amount equal to the sum of: (i) the aggregate amount of interest accrued on the Class A Notes at the related Note Rate from and including the preceding Distribution Date (or, in the case of the initial Distribution Date, from and including the Closing Date) to but excluding the current Distribution Date plus (ii) the related Class A Interest Carryover Shortfall for the current Distribution Date.

  • Class A Interest Distribution Amount means, as to each Class of Class A Certificates and any Remittance Date, the sum of the amounts specified in clause (a)(i), (a)(ii), (a)(iii), (a)(iv), (a)(v), (a)(vi) and (a)(vii), as appropriate, of the definition of the term "Class A Formula Distribution Amount" and the Unpaid Class A Interest Shortfall, if any, with respect to such Class.

  • Class B Interest Distributable Amount means the amount of interest accrued during the related Interest Period (calculated on the basis of a 360 day year consisting of twelve 30 day months) on the Class B Principal Balance as of the immediately preceding Payment Date (after giving effect to payments of principal made on such immediately preceding Payment Date) at the Class B Rate or, in the case of the first Payment Date, on the Class B Initial Principal Balance.