Buyer's Pro Rata Share definition

Buyer's Pro Rata Share means the percentage equivalent of a fraction, (a) the numerator of which is the then Repurchase Price under this Agreement and (b) the denominator of which is the sum of (i) the amount described in clause (a) and (ii) the then “Repurchase Price” under and as defined in the Citi MRA.
Sample 1
Buyer's Pro Rata Share means one hundred percent (100%) of any charge, expense, cost, fee or tax that is calculable or measurable, directly or indirectly, by the Products sold to Buyer, and in any other case, 8l.13% of such charge, expense, cost, fee or tax in the event Port Arthur Coker Company does not pay such charge, expense, cost, fee xx xxx.
Sample 1
Buyer's Pro Rata Share means one hundred percent (100%) of any charge, expense, cost, fee or tax that is calculable or measurable, directly or indirectly, by the hydrogen sold to Buyer, and in any other case, (81.13%) of such charge, expense, cost, fee or tax.
Sample 1

Examples of Buyer's Pro Rata Share in a sentence

  • The liability of each Buyer with respect to any claim for indemnity shall be equal to the Buyer's Pro Rata Share; provided, however, that each Buyer shall be entirely responsible for any violation of his or her own representations contained in section 4.

  • Buyer's Pro Rata Share of property, ad valorem taxes and payments under the Property Tax Agreements, and Buyer agrees to reimburse Seller therefore and indemnify, defend and hold harmless Seller therefrom.

  • Buyer may elect to make a purchase hereunder of a number of shares less than would be determined as Buyer's Pro Rata Share, in which case Buyer and the Company will make an adjustment to the Pro Rata Share according to the principles established here, but reflecting such lesser purchase amount.

  • Subject to such exception, each of the Buyers hereby indemnifies Secured Party on the basis of such Buyer's Pro Rata Share, against any such liability, claim, loss or expense.

  • Buyer's Pro Rata Share of such taxes, charges, or fees shall be paid directly by Buyer, or if paid by Seller shall be invoiced to Buyer as a separate item and paid by Buyer to Seller.


More Definitions of Buyer's Pro Rata Share

Buyer's Pro Rata Share has the meaning given in Schedule 9;
Sample 1
Buyer's Pro Rata Share means the percentage equal to the total number of Shares held by the Buyer and its Affiliates on the date on which the Buyer gives Notice in accordance with Schedule 6 in respect of a Relevant Claim under this paragraph 2 divided by the total number of the issued and outstanding Shares of the Company on such Date. SCHEDULE 10
Sample 1
Buyer's Pro Rata Share means the percentage of the Company’s total outstanding voting stock owned by the Buyer immediately prior to the Proposed Transaction. "Equity Securities" means any and all equity securities of the Company and any securities of the Company convertible into, exchangeable for, or exercisable for, such equity securities, and warrants or other rights to acquire such Membership Interests. “Excluded Securities” means equity securities of the Company issued in connection with: (i) a grant to any existing or prospective consultants, employees, officers or directors pursuant to any profits interest plan or similar equity-based plans or other compensation agreement, (ii) the conversion or exchange of any securities of the Company into equity securities of the Company, or the exercise of any warrants or other rights to acquire equity securities of the Company, and (iii) any acquisition by the Company of any equity interests, assets, properties, or business of any person, any merger, consolidation, or other business combination involving the Company; an equity split, payment of distributions, or any similar recapitalization; any joint venture, strategic partnership, licensing arrangement or other similar business ventures for a bona-fide business purpose other than primarily for capital raising purposes; provided, that such transaction shall have been approved by the Board of Directors. “Effective Period” means the period commencing on the date hereof and ending on the earlier of (i) the third anniversary of this Agreement, and (ii) the date on which the Buyer (together with its affiliate (as defined in Rule 405 promulgated under the 1933 Act)) shall hold less than 35% of the Company’s total outstanding voting stock.
Sample 1

Related to Buyer's Pro Rata Share

  • Pro Rata Share As to any Distribution Date, the Subordinated Principal Distribution Amount and any Class of Subordinated Certificates, the portion of the Subordinated Principal Distribution Amount allocable to such Class, equal to the product of the Subordinated Principal Distribution Amount on such Distribution Date and a fraction, the numerator of which is the related Class Certificate Balance thereof and the denominator of which is the aggregate of the Class Certificate Balances of the Subordinated Certificates.

  • Tenant’s Pro Rata Share are both subject to adjustment as provided in this Lease. Definition or Provision Means the Following (As of the Term Commencement Date} Approximate Rentable Area of Premises 11,173 square feet Approximate Rentable Area of Project 67,998 square feet Tenant’s Pro Rata Share of Project 16.43%

  • Ratable Share means, for any Guarantor in respect of any payment of Obligations, the ratio (expressed as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

  • Percentage Share means the percentage of the Aggregate Commitments to be provided by a Lender under this Agreement as indicated on Annex I hereto, as modified from time to time to reflect any assignments permitted by Section 12.06(b).

  • Commitment Percentage is set forth in Schedule 1.1, as amended from time to time.

  • Applicable Commitment Percentage means, with respect to each Lender at any time, a fraction, the numerator of which shall be such Lender's Revolving Credit Commitment and the denominator of which shall be the Total Revolving Credit Commitment, which Applicable Commitment Percentage for each Lender as of the Closing Date is as set forth in Exhibit A; provided that the Applicable Commitment Percentage of each Lender shall be increased or decreased to reflect any assignments to or by such Lender effected in accordance with Section 11.1.

  • Consolidated Group Pro Rata Share means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate, upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

  • Revolving Facility Percentage means, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.

  • Applicable Commitment Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.”

  • Allocable Percentage means, on any date of determination thereof, a fraction the denominator of which shall be equal to the number of Borrowers who are parties to this Agreement on such date and the numerator of which shall be 1; provided, however, that such percentages shall be modified in the event that contribution from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise by reducing such Borrower’s Allocable Percentage equitably and by adjusting the Allocable Percentage of the other Borrowers proportionately so that the Allocable Percentages of all Borrowers at all times equals 100%.

  • Applicable Revolving Credit Percentage means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

  • Applicable Commitment Fee Percentage means, as at any date of determination, the rate per annum then applicable in the determination of the amount payable under Section 2.15(C)(i) hereof determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

  • Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

  • CAM Percentage means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.

  • Applicable Facility Fee means the percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof: Level Facility Fee 2 0.125% 3 0.150% 4 0.200% 5 0.250%

  • Applicable Facility Fee Percentage means, as at any date of determination, the rate per annum then applicable in the determination of the amount payable under Section 2.14(C)(i) hereof determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

  • Non Pro Rata Loan is defined in Section 9.2 hereof.

  • Revolving Loan Commitment Percentage means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided by the Revolving Loan Commitment on such date.

  • Allocable Share means allocable share as that term is defined in the master settlement agreement.

  • Available Unused Commitment means, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the Dollar Equivalent of the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.

  • Revolving Credit Percentage as to any Revolving Credit Lender at any time, the percentage which such Lender's Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Revolving Credit Loans then outstanding).

  • Commitment Fee Percentage means 0.25% per annum.

  • Tenant’s Percentage Share means the percentage specified in the Basic Lease Information.

  • Incremental Revolving Facility Lender means a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan.

  • Revolving Commitment Percentage means, for each Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c).

  • Applicable Commitment Fee Margin means, for each Pricing Period, the margin set forth below (expressed in basis points per annum) opposite the Applicable Pricing Level for that Pricing Period: Applicable Pricing Level Margin II 10.0 V 17.5