Cap Share definition

Cap Share has the meaning set forth in Section 8.3.
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Cap Share means: (1) as to a Seller (other than a Manager) of a Subject Interest in an Existing Center LLC, the amount set forth on Schedule 8.5 under the heading "Cap Share"; and (2) as to each Manager and each Seller that is a Member of a Developing Center LLC on the date hereof, the product of (A) the Aggregate Indemnity Cap and (B) the quotient obtained by dividing (I) the Net Proceeds received by such Seller by (II) the Net Proceeds received by all Sellers; provided, however, that the Cap Share of each Manager shall not exceed 50% of the difference between (X) the Aggregate Indemnity Cap minus (Y) the aggregate amount of indemnification Purchasers are entitled to receive under Section 8.5(a) from Sellers other than Managers; provided, further, however, that each Manager's "Cap Share" shall be increased by the Cap Share of any of them that is then Insolvent and, only as a result of such increase may it exceed the amount set forth in the foregoing proviso. "Insolvent" means such Person has had any obligations under this Agreement or the Management Rights Purchase Agreement discharged through a bankruptcy proceeding or any similar proceeding. The Cap Shares for each Manager and each Seller of a Member that is a Developing Center LLC on the date hereof shall be adjusted from time to time to reflect changes in their respective Indemnity Shares that result when additional Net Proceeds are received and/or adjustments made thereto in accordance with this Agreement, Option Purchase Agreements and the Management Rights Purchase Agreement. Any Seller whose Cap Share is at any time and from time to time reduced shall immediately be reimbursed by the Purchasers for any amount already paid by such Seller to the Purchasers in excess of the amount for which such Seller is responsible after giving effect to such Cap Share adjustment. Any Seller whose Cap Share is at any time and from time to time increased shall immediately pay Purchasers any amount in excess of the amount already paid by such Seller to Purchasers for which such Seller is responsible after giving effect to such Cap Share adjustment.
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Examples of Cap Share in a sentence

  • In the event the Company is prohibited from issuing any shares of Common Stock pursuant to Section 3.12(a) above (an “Exchange Cap Share Failure”), then the Company shall, as soon as practicable after the date of occurrence of such Exchange Cap Share Failure, but in no event later than ninety (90) days thereafter, the Company shall hold a meeting of its stockholders to seek the Shareholder Approval.

  • In the event the Company is prohibited from issuing any shares of Common Stock pursuant to Section 2.12(a) above (an “Exchange Cap Share Failure”), then the Company shall, as soon as practicable after the date of occurrence of such Exchange Cap Share Failure, but in no event later than ninety (90) days thereafter, the Company shall hold a meeting of its stockholders to seek the Shareholder Approval.

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