Pro Rata Requirement Sample Clauses

Pro Rata Requirement. Except to the extent otherwise provided herein, including with respect to any payments made pursuant to Section 9.02(e): (i) each Borrowing from the Lenders under Section 2.01 hereof shall be made from the relevant Lenders, each payment of Commitment Fees or of participation fees under Section 2.12 hereof in respect of the Commitment shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitment or Multicurrency Commitment under Section 2.09 hereof shall be applied to the Commitments or Multicurrency Commitments, as applicable, of the relevant Lenders, pro rata according to the amounts of their respective Commitments or Multicurrency Commitments; (ii) the making, conversion and continuation of Loans of a particular Type and Currency (other than conversions provided for by Section 2.14 hereof) shall be made pro rata among the relevant Lenders according to the amounts of their respective Commitments or Multicurrency Commitments, as applicable (in the case of the making of Loans) or their respective Loans (in the case of conversions and continuations of Loans); and (iii) each payment or prepayment of principal of Dollar Loans or of Multicurrency Loans, or interest thereon, by the Company shall be made for the account of the Lenders or the Multicurrency Lenders, as applicable, pro rata in accordance with their respective Applicable Percentages or Applicable Multicurrency Percentages, as the case may be.
Sample 1
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Pro Rata Requirement. If the Fund distributes any Investments in kind pursuant to any provision in this Agreement, a Limited Partner shall receive in such distribution no more than such Limited Partner’s pro rata share (based on relative amounts the Limited Partners would have received under Section 4.1.1 if the Investments were sold at their fair market value as determined under Section 4.2.1 and the proceeds of such sale were distributed in cash) of such Investment, unless all Limited Partners consent to a different sharing ratio. To the extent any distributions are made in-kind to the Limited Partners, payment of any Carried Interest in connection with such in-kind distribution shall also be made in-kind to the Special Limited Partner. In addition, each lot of securities that is the subject of an in-kind distribution shall be distributed to the Partners in proportion to their respective shares of the proposed distribution as provided herein, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. For purposes of the preceding sentence, each lot of stock or other securities having a separately identifiable tax basis or holding period shall be treated as a separate lot of securities.
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to this Agreement or any of the Related Agreements (collectively, the "Transaction Documents"), including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on February 28, 2005 with certain other investors (the “Other Investors”) and which are amended in documents having substantially identical terms to the Supplement (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "February Transaction Documents").”
Sample 1
Pro Rata Requirement. The Parent shall ensure that on the date of any prepayment of the Tranche A Term Loan, or as the case may be the Tranche B Term Loan, in accordance with Clause 13.2 (Prepayment of the Term Loans):
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to this Agreement or any of the Related Agreements (collectively, the "Transaction Documents"), including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on the date hereof with certain other investors (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "February Transaction Documents"). Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee. The Company has not, directly or indirectly, made any agreements with any person relating to the terms or condition of the transactions contemplated by the February Transaction Documents except as set forth in the February Transaction Documents. The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the amount of the investment to be made and the number of warrants to be issued, in each case in accordance with the terms thereof).
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to any of the Transaction Documents, including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on the date hereof with Smithfield Fiduciary LLC (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "December Transaction Documents"). Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee. The Company has not, directly or indirectly, made any agreements with any person relating to the terms or conditions of the transactions contemplated by the December Transaction Documents except as set forth in the December Transaction Documents. The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the conditions to funding).
Sample 1
Pro Rata Requirement. The Company hereby agrees that if the Company takes any action or omits to take any action in connection with or relating to any of the Transaction Documents, including, without limitation, any prepayments, redemptions, repayments, conversions, determinations as to payments in cash or stock or a combination of stock or cash or otherwise, then it must simultaneously take the similar action or omission, pro rata as applicable, with respect to the documents having substantially identical terms to the Transaction Documents issued and entered into on the date hereof with Smithfield Fiduciary LLC (the "Other Investor Transaction Documents" and collectively with the Transaction Documents, the "June Transaction Documents"). Neither the Company nor any other person shall offer or pay any consideration to any person to amend or consent to a waiver or modification of any provision of any of the Other Investor Transaction Documents unless the same consideration also is offered to the Purchaser or its designee. The Company has not, directly or indirectly, made any agreements with any person relating to the terms or condition of the transactions contemplated by the June Transaction Documents except as set forth in the June Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in the June Transaction Documents, no person has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise. The terms of the Other Investor Transaction Documents are substantially identical to the terms of the Transaction Documents (other than the amount of the investment to be made and the number of warrants to be issued, in each case in accordance with the terms thereof).
Sample 1
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Related to Pro Rata Requirement

  • Minimum Requirements Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants. Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:

  • Minimum Purchase Requirements Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Escrow Requirement Unless, (a) at the origination of a Mortgage Loan the Borrower is not required to make Escrow Item payments thereafter, (b) Escrow Funds collection has been waived pursuant to Section 10.5.1 hereof, or (c) the collection of Escrow Funds is precluded by applicable law, the Servicer must continue to collect 1/12th of the annual total for all Escrow Items with each Monthly Payment on such Mortgage Loan, as determined pursuant to Section 10.3.1 hereof.

  • Director Notification Requirement If you are a director, associate director or shadow director of a Singapore company, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements, you must notify the Singapore subsidiary in writing within two business days of any of the following events: (i) you receive or dispose of an interest (e.g., RSUs or shares of Common Stock) in the Company or any subsidiary of the Company, (ii) any change in a previously-disclosed interest (e.g., forfeiture of RSUs and the sale of shares of Common Stock), or (iii) becoming a director, associate director or a shadow director if you hold such an interest at that time.

  • Satisfaction Requirement If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

  • Business Day Requirements In the event that any notice or other action or omission is required to be taken by a Party under this Agreement on a day that is not a Business Day then such notice or other action or omission shall be deemed to be required to be taken on the next occurring Business Day.

  • Xxxxxxxx-Xxxxx Act Requirements To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or the Notes pursuant to the Xxxxxxxx-Xxxxx Act, the Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any such documents or certifications on behalf of the Issuer.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave.

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