Share Allocation definition

Share Allocation has the meaning specified to such term in Section 2.1 and Exhibit A hereof. (ww) "[**] Products" means Products for which Nortel relies on Supplier for [**]% of its Product requirements and which are indicated as such in Exhibit A hereof or as otherwise may be agreed by the Parties.
Sample 1Sample 2
Share Allocation means the percentage to be allocated to the Shares of the total $160,000,000 (the “Total Value”) to be allocated among the NewCo Class B Shares, the Series A Preferred Shares (as defined in the Formation and Contribution Agreement, which shall be allocated the value of their aggregate liquidation preference as determined in accordance with the Formation and Contribution Agreement) and the Units (i) as mutually agreed upon by Dow Xxxxx and Reuters within 30 days of the date hereof or (ii) if Dow Xxxxx and Reuters do not agree upon such allocation within such 30 day period, as determined by an appraiser to be mutually agreed upon by Dow Xxxxx and Reuters (and to the extent the parties can not agree upon an appraiser within 15 days of the expiration of such 30 day period, such appraiser to be chosen by the President of the American Arbitration Association), with such appraiser allocating the Total Value by the relative values of the Company and NewCo immediately preceding the transactions contemplated by this Agreement, the Unit Purchase Agreement and the other Transaction Documents (as defined in the Unit Purchase Agreement), and such appraiser shall complete and deliver to the parties such allocation within 30 days after its appointment. The allocation of the Total Value determined pursuant to either (i) or (ii) above shall be final, non-appealable and binding on the parties hereto, absent manifest error or fraud and shall be referred to herein as the “Final Allocation”. Dow Xxxxx and Reuters each agree to report (and to cause their respective affiliates to report) the transactions contemplated by this Agreement, the Unit Purchase Agreement and the other Transaction Documents for all purposes (including all tax and accounting purposes) in a manner consistent with the Final Allocation except to the extent a different allocation or reporting is required by changes after the date hereof to the applicable accounting or legal rules or principles.
Sample 1
Share Allocation means the offer of certain IPO Shares to the holders of Series A Preferred in accordance with the terms and conditions of this Section 4, and shall include the number of IPO Shares calculated by dividing $10,000,000 by the gross per Share offering price in the IPO as set forth on the cover page of the final Prospectus included as a part of the Company"s Registration Statement. As set forth in this Section 4, a Series A Preferred holder"s "Pro Rata Share" at any time shall mean a fraction the numerator of which is the number of shares of Series A Preferred then held by such holder and the denominator of which is the total number of shares of Series A Preferred then outstanding.
Sample 1

Examples of Share Allocation in a sentence

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder’s Registered Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer any of such holder's Notes, each transferee shall be allocated a pro rata portion of such holder's Authorized Share Allocation.

  • In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation.

  • In the event that a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation.

  • The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the "Authorized Share Allocation").

  • In the event that the Holder shall sell or otherwise transfer this Warrant, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.

  • In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation.


More Definitions of Share Allocation

Share Allocation shall have the meaning set forth in Section 1.3.1. (ppppp) "Subsidiary" means any Person in which the Buyer has a direct or indirect equity or ownership interest in excess of ten percent (10%). (qqqqq) "Tax" means any foreign, federal, state, county or local income, sales and use, excise, franchise, real and personal property, transfer, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Governmental Entity, and any interest and/or penalties (civil or criminal) or addition to tax related thereto or to the nonpayment thereof. (rrrrr) "Tax Proceeding" shall have the meaning set forth in Section 5.3. (sssss) "Tax Return" means a report, return or other information required to be supplied to a Governmental Entity with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes the Consolidated Forecast Entities including any amendments thereof. (ttttt) "Title Company" means Orange Coast Title Company in Santa Ana, California (Attention: Xx. Xxxxx Xxxxxxxx). (uuuuu) "Title Policy" means for each parcel of Real Property, a CLTA Standard Coverage Owner's Policy of Title Insurance (with no endorsements thereto and no indemnification provided to the Title Company by Seller), with an effective date as of the Closing Date naming the Buyer as the insured. (vvvvv) "Transfer" means the transfers by the Seller of (i)the Excluded Assets to a third party, and (ii)certain intangible property to Securities Partnership. (wwwww) "WARN Act" means the Worker Adjustment and Retraining Notification Act. 1.2 Transfer of the Assets by the Seller and Assumption of Liabilities by the Buyer. Subject to the terms and conditions of this Agreement, (a)the Seller shall sell all of the Assets to the Buyer on the Closing Date, and (b)the Buyer shall assume all of the Liabilities associated with the Assets and Securities (but specifically excluding the Excluded Liabilities). 1.3
Sample 1
Share Allocation and "Purchase Price" shall refer to such adjusted amounts. 1.3.2.
Sample 1
Share Allocation means the offer to the Series C Holders (or the holders of an equivalent number of Ordinary Shares held upon the conversion or reclassification of Series C Preferred) in accordance with the terms and upon the conditions of this Section 2.17, of such number of IPO Shares calculated by dividing $3,000,000 by the mid-point of the first filing range the Company sets forth in the Registration Statement for the Qualified IPO or an amendment thereto. The number of shares included in the Share Allocation shall be subject to reduction (or elimination) if the Board determines in good faith that the issuance of such shares would be materially detrimental to the success of the Qualified IPO. For the purposes of this Section 2.17, a Series C Holder's "PRO-RATA SHARE" at any time shall mean a fraction the numerator of which is the number of shares of Series C Preferred then held by such holder (including the Ordinary Shares received upon conversion or reclassification thereof) and the denominator of which is the total number of shares of Series C Preferred then issued and outstanding (including the Ordinary Shares received upon conversion or reclassification thereof).
Sample 1

Related to Share Allocation

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Percentage Allocation is defined in Section 4.3(b)(ii)(y).

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Authorized Allocation means an amount equivalent to $500,000 to be withdrawn from the Credit Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule.

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Class B Fixed Allocation means, with respect to any Monthly Period following the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the Revolving Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day of the Revolving Period.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Carryover Allocation means an Allocation made to the Project if the Project will not be Placed in Service by close of the calendar year of the Allocation.

  • Loss Allocation Limitation As defined in Section 4.4(g).

  • Allocations means any and all of the allocations described in Sections 1.3(a), 1.3(b), 1.3(c) and 1.3(d) hereof.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Curative Allocation means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

  • Final Allocation has the meaning set forth in Section 2.3.

  • Class B Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Target Capital Account means the Capital Account of a Member as of the end of each fiscal year, increased by any amount that such Member is obligated to restore under this Agreement, is treated as obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore under the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and (i)(5).

  • Allocation shall have the meaning set forth in Section 2.7.

  • Capital Account Limitation has the meaning set forth in Section 4.05(b) hereof.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Capital Account Distribution Date and "Income Account Distribution Date" shall mean the "Distribution Dates" set forth in the "Essential Information" in the Prospectus.

  • Allocation Year Means (i) the period commencing on the Closing Date and ending on December 31, 2006, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (ii) for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article V.

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows: