Pro Rata Amount Sample Clauses

Pro Rata Amount. “Pro Rata Amount” means, with respect to each Company Indemnitor, the sum of (a) the Closing Stockholder Cash Consideration actually received by such Company Indemnitor; (b) any disbursements of the Escrow Cash actually made to such Company Indemnitor; (c) any disbursements of the Expense Reserve actually made to such Company Indemnitor; (d) the number of shares of Parent Common Stock actually received by the Company Indemnitor in connection with the Closing multiplied by the Share Price; and (e) the number of shares of Parent Common Stock actually received by the Company Indemnitor in connection with the Milestone Stock Consideration multiplied by the Milestone Share Price; provided that, for the avoidance of doubt, any amounts withheld in accordance with Section 1.12 shall be treated as actually received by the applicable Company Indemnitor and such amounts withdrawn from the Escrow Fund by a Covered Party will thereafter be counted against the applicable Company Indemnitor’s Pro Rata Amount in accordance with such Company Indemnitor’s Pro Rata Share.
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Pro Rata Amount. “Pro Rata Amount” means such number of New Securities that would allow an Eligible Holder to Beneficially Own after such issuance of New Securities Eligible Shares having the same Total Voting Power as the Eligible Shares Beneficially Owned by the Eligible Holder immediately prior to such issuance of New Securities.
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Pro Rata Amount. “Pro Rata Amount” shall mean, as to each Securityholder, a fraction, the numerator of which is the number of Shares and Options held by such Securityholder immediately prior to the Closing, and the denominator of which is the total number of Shares and Options held by all Securityholders immediately prior to the Closing. The aggregate sum of the Pro Rata Amount of the Securityholders shall at all times equal 1.00 if expressed as a fraction or 100% if expressed as a percentage.
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Pro Rata Amount. “Pro Rata Amount” means the product of the percentage of Target Performance Shares earned under paragraph 3 or 5, as applicable, multiplied by a fraction, the numerator of which is the number of days on and after the Date of Grant that the Participant was employed by the Company or an Affiliate and the denominator of which is 1,095.
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Pro Rata Amount. However, if a Participant does not achieve the 70% Increase In Year 3 Service Fees Under Amendments, but the amount of such Participant's Year 3 Service Fees Under Amendments is at least equal to the amount of such Participant's Prior 12 Months Service Fees, then the number of shares of OCA Common Stock awarded under this Section 2.2 (subject to Section 2.3 and the other terms and conditions of the Program) shall be a pro rata amount (rounded to the nearest whole number) calculated by multiplying the number of shares of OCA Common Stock that would have been awarded under subsection (a) of this Section 2.2, times a fraction, the numerator of which is the percentage by which such Year 3 Service Fees Under Amendments exceed such Prior 12 Months Service Fees, and the denominator of which is 70%.
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Pro Rata Amount. Prior to January 1, 2014 0% January 1, 2014 through December 31, 2014 25% January 1, 2015 and thereafter 50% Therefore, if the Qualifying Termination occurs prior to the end of the Performance Period, Grantees’ Performance Awards in excess of the Pro Rata Amount shall be forfeited as of the date of the Qualifying Termination, but the Pro Rata Amount shall remain outstanding and eligible to become Confirmed Performance Awards, or not, in accordance with Exhibit A. If the Qualifying Termination occurs after the end of the Performance Period (other than a Performance Period which ends as a result of an EQT Change of Control), Grantees’ Confirmed Performance Awards in excess of the Pro Rata Amount shall be forfeited as of the date of the Qualifying Termination, but the Pro Rata Amount of Grantee’s Confirmed Performance Awards, if any, shall become vested as provided in Section 2(b), and paid as provided in Section 3.
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Pro Rata Amount. “Pro Rata Amount” shall mean, as it applies to each Company Securityholder the percentage ownership interest of the Company set forth on the Certified Capitalization Table.
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Related to Pro Rata Amount

  • Pro Rata Payments Payments to the Holders shall be pro rata with other Holders who purchased Notes in the same oRering, based on the Principal Amount of each such Note. If a Holder receives a payment in excess of his, her, or its pro rata share, the excess shall be deemed to be held in trust for the benefit of other Holders.

  • Pro Rata Share A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

  • Pro Rata Distributions During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Applicable Percentage Except as provided otherwise in the next sentence, the term "Applicable Percentage" shall mean: (i) 0% during the one-year period commencing on the Closing Date (ii) 20% during the one-year period commencing on the first anniversary of the Closing Date; (iii) 40% during the one-year period commencing on the second anniversary of the Closing Date; (iv) 60% during the one-year period commencing on the third anniversary of the Closing Date; (v) 80% during the one-year period commencing on the fourth anniversary of the Closing Date; and (vi) 100% on and after the fifth anniversary of the Closing Date. Notwithstanding the foregoing, (A) immediately prior to and after the occurrence of a Sale of the Company, such Applicable Percentage shall mean 100%, and (B) in the case of a termination of employment described in Section 7.2(a)(iii)(B), such Applicable Percentage in clauses (i), (ii) and (iii) shall be 0%, and in clauses (iv) and (v) and (vi) shall be 40%, 75% and 100%, respectively.

  • Pro Rata Upon termination of employment for any reason other than discharge for proven or admitted dishonesty, an employee shall receive whatever vacation pay is due, prorated on the basis of the number of straight-time hours worked, provided that the employee has been in the continuous employ of the Employer for six (6) months or longer. Said vacation pay shall be prorated according to the ratio that the straight-time hours actually worked bear to 2,080 hours. The forfeiture of vacation pay for proven or admitted dishonesty shall not be retroactive beyond the employee's last anniversary date.

  • Original Class A Percentage Section 11.05 Original Principal Balances of the Classes of Class A Certificates............................................ Section 11.06 Original Class A Non-PO Principal Balance................ Section 11.07

  • Commitment Percentage With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement.

  • Pro Rata Sharing 63 32. Severability.........................................................64 33. Counterparts.........................................................64 34. Notices..............................................................64 35. Language.............................................................66 36. Jurisdiction.........................................................66 37.

  • Pro Rata Treatment Except to the extent otherwise provided herein:

  • Pro Rata Shares All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

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