Proportionate Interest Sample Clauses

Proportionate Interest. The Parties acknowledge and agree that their respective interests in the Authority Property and in any and all agreements relating to the Authority Property are undivided and apportioned between them in proportion to their respective Proportionate Interests.

Proportionate Interest. The calculation set forth in the preceding sentence shall be continually applied until the greatest number of shares of Stock possible have been allocated to each Other Stockholder that elects to sell in excess of his or its Section

Proportionate Interest. Each of the Shareholders listed on the execution page of this Agreement shall individually receive, and One Holdings shall deliver to each such Shareholder, that portion of the Purchase Price, Note, security and Stock Compensation pro-rata to that number of common shares in the capital stock of the Company sold and transferred by each such Shareholder in proportion to the total number of the Shares sold to One Holdings pursuant to the terms of this Agreement.

Proportionate Interest. Thereafter, if the Other Stockholders shall have failed to exercise their right to purchase with respect to all of the remaining Offered Shares, the Company may elect to purchase such remaining Offered Shares; provided, that any such election shall be made within 10 days after the date the Response Notices shall have been required to be given.

Proportionate Interest. Except as otherwise provided in this Agreement, the interests of the Participants in the JVC’s assets and Revenues and their obligations with respect to the JVC’s liabilities and the JVC Costs shall be equal to their respective Proportionate Interests. Each of the Participants shall assume and bear severally and not jointly or jointly and severally the JVC’s obligations and liabilities, including any losses that the JVC may sustain, in proportion to the Participant’s Proportionate Interest, save that any liability or obligation incurred by a Participant without the Board of Directors’s approval or as otherwise provided in this Agreement will be the sole liability or obligation of that Participant, without any right to contribution from or indemnity by the other Participant. Each Participant will indemnify and hold harmless the other Participant from and against all costs, claims, demands and any liability whatsoever arising out of or related to a breach of this provision. The provisions of this paragraph will survive any termination of this Agreement.

Proportionate Interest. (c) Within 10 days after the last date by which rights to purchase under Section 2.2 above were to be exercised (if at all), the Company shall notify each participating Other Stockholder and the Transferring Stockholder of the number of shares of Stock held by such Other Stockholder that will be included in the sale and the date on which the Transaction Offer will be consummated, which date shall be no later than the later of (i) 30 days after the date by which the Company was required to notify the Other Stockholders under this Section 2.3(c) or (ii) five days after the date on which all governmental approvals, if any, required in connection with the Transfer have been obtained. Each of the parties to the Transaction Offer shall use his or its best efforts to obtain any such governmental approval as promptly as is practicable. (d) Each participating Other Stockholder may effect his or its participation in any Transaction Offer hereunder by delivery to the Offeror, or to the Transferring Stockholder for delivery to the Offeror, of one or more instruments or certificates, properly endorsed for transfer, representing the Stock he or it elects to sell therein. At the time of consummation of the Transaction Offer, the Offeror shall remit directly to each Stockholder that portion of the sale proceeds to which each Stockholder is entitled by reason of his or its participation therein (less any adjustments due to the conversion of any convertible securities or the exercise of any derivative securities). In no event shall any participating Other Stockholder be required to make any representations or warranties or provide any indemnities in connection with his or its participation in a Transaction Offer except those directly relating to the ownership of the Stock to be Transferred by such Stockholder. (e) Prior to its receipt of any Transfer under the provisions of this Section 2.3 and as a condition precedent to any such Transfer, the Offeror shall agree in writing to be bound by the provisions of this Agreement on the same basis as the transferor Stockholder(s). In the event that the Transaction Offer is not consummated within the period required by Section 2.3(c) above or the Offeror fails timely to remit to each Stockholder his or its portion of the sale proceeds, the Transaction Offer shall be deemed to lapse, and any Transfers of Stock pursuant to such Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Transfer...

Proportionate Interest. A Shareholder's "Proportionate ---------------------- ------------- Interest," applicable to each holder of record of Company Common Stock as of -------- immediately prior to the Effective Time, shall mean the quotient obtained by dividing (x) the total number of shares of Company Common Stock held of record by such Shareholder as of immediately prior to the Effective Time, by (y) the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time.

Proportionate Interest. If LKA is unable or unwilling to fully fund any new development but such new development is nonetheless completed and production commences, LKA will receive a net profit royalty proportionate to its contribution. For example, if LKA funds only one-half the cost of any new development then LKA's share of the net profit royalty shall be reduced by one-half and Au Mining will retain the remaining net profit.

Proportionate Interest. Except as otherwise provided in this ---------------------- Agreement, rights, interests and obligations of each Lender under each Lender's Loan Agreement and related Loan Documents, including security interests in the Collateral under each Loan Agreement, shall be shared by the Lenders in the ratio of (a) the original principal amount of such Lender's Loan to Borrower under such Lender's Loan Agreement to (b) the aggregate original principal amounts of both Lender's Loans to Borrower under the Loan Agreements. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation "ratably," "proportionally" or in similar terms shall refer to this ratio. The provisions hereof shall apply irrespective of the time or order of attachment or perfection of security interests, or the time or order of filing or recording of financing statements.