Prorata Portion definition

Prorata Portion has the meaning set forth in Section 9.4(a) hereof.
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Prorata Portion with respect to the Non-Transferring Member shall equal the product of (i) the Membership Interest of the Non-Transferring Member, and a fraction (x) the numerator of which shall be equal to the amount of the Transferring Member's Membership Interests to be Transferred and (y) the denominator of which shall be equal to the total Membership Interests of the Transferring Member.
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Prorata Portion means a fraction, the numerator of which is the number of Shares of Common Stock of the Company owned by a Seller, and the denominator of which is the number of Shares of Common Stock of the Company owned by all Sellers.
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Examples of Prorata Portion in a sentence

  • Any exiting beneficiary shall be entitled to a distribution from the Trustee of his share of the Trust assets by reference to his initial contribution to the Trust bear to the total contribution received by the Trust from all beneficiaries (the “Pro-rata Portion”), LESS the Pro-rata Portion of any outstanding liabilities attached or attributable to the Trust assets.

  • Each Investor electing to purchase its full Pro-rata Portion of Equity Securities pursuant to Section 3.1(a) shall also be entitled to purchase (on a pro rata basis according to their relative holdings of Common Stock among each Investor electing to exercise such over-allotment option, assuming full conversion of shares of Preferred Stock and full exercise of all options and warrants then outstanding) Equity Securities that the other Investors decline to purchase.

  • The pro-rata share of each such Qualified Shareholder shall be the ratio of the number of outstanding shares of the Company, on a Fully Diluted Basis, held by such Qualified Shareholder as of the date of the Rights Notice (as defined below) to the sum of the total number of outstanding shares of the Company as of such date on a Fully Diluted Basis (" Pro-rata Portion").

  • MGE, within 15 days after receipt of the invoices from NIW II, shall reimburse NIW II for its Prorata Portion of all O&M Costs incurred and paid by XX XX.

  • Due to there not being an official, global fandom ‘census,’ the degree of overlap between (queer) fans analysing queerbaiting and (queer) scholars doing the same, cannot be ascertained.

  • No sub- division of any lot purchased shall take place without the written consent of the Council having been first obtained.

  • Each holder of Equity Interests shall receive its Pro-rata Portion of the net amount of any recovery as a result of the K & K litigation after payment of any costs and expenses involved in the K & K litigation, reimbursement of the $100,000 advance by Osmonics, the fees and expenses of the trustee, and payment or provision for taxes resulting from such recovery.

  • Notwithstanding the preceding sentence, if the Member’s employment with the Company is Involuntarily Terminated, the Member (or designed beneficiary in case of death) shall become fully vested in a portion of his Supplemental Retirement Benefit as of the effective date of any such Involuntary Termination in an amount equal to the Pro-rata Portion multiplied by the Principal Amount.

  • Any amounts paid to the Lender pursuant to this Agreement shall be applied first to a Full Prorata Portion of any applicable penalties and costs for each Class A Unit held by Assuming Party, second to a Full Prorata Portion of any accrued but unpaid interest for each Class A Unit held by Assuming Party, and third to a Full Prorata Portion of the outstanding principal balance of the Note for each Class A Unit held by Assuming Party, in each case prorated with respect to any partial Class A Unit.

  • To the extent MGE actually advances funds under this Section in excess of its Prorata Portion of amounts due under the Transformer Contract, MGE shall have the right to offset and deduct such excess from any payments due NIW II or its assigns hereunder or under the Asset Purchase Agreement.


More Definitions of Prorata Portion

Prorata Portion means, with respect to any Remaining Shareholder at any point in time, a fraction (i) the numerator of which is equal to the sum of (A) the Shares then owned by such Remaining Shareholder plus (B) the number of additional Shares which such Remaining Shareholder would be able to acquire if it were fully to exercise all of its option, warrant and conversion rights (such sum being referred to as the "Remaining Shareholder's Total Shares") and (ii) the denominator of which is the aggregate of all Remaining Shareholder's Total Shares.
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Related to Prorata Portion

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Proportionate Share means, with respect to any Lender, the percentage obtained by dividing (a) the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect.

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • Proportionate Percentage means, with respect to any Stockholder as of any date, the result (expressed as a percentage) obtained by dividing (i) the number of shares of Common Stock owned by such Stockholder as of such date by (ii) the total number of shares of Common Stock outstanding as of such date.

  • Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

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

  • Cost Share means the member’s financial obligation for a covered service. Depending on the plan type, cost-share may include one or more of the following: deductible, copay, access fee, coinsurance, pharmacy deductible, and precertification charges.

  • Contribution Share means, 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 Borrower and all of the Guarantors 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 Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors 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 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • 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).

  • Proportionate Interest has the meaning specified in Section 2.5(d);

  • Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s target annual incentive bonus for the year in which the Date of Termination occurs.

  • Active portion means that portion of a facility where treatment, storage, or disposal operations are being or have been conducted after November 19, 1980 and which is not a closed portion. See also "closed portion" and "inactive portion."

  • Tenant’s Proportionate Share is, subject to the provisions of this Paragraph 3, the percentage number described in Item 4 of the Basic Lease Provisions. Tenant's Proportionate Share represents a fraction, the numerator of which is the number of square feet of Rentable Area in the Premises and the denominator of which is the number of square feet of Rentable Area in the Project, as determined by Landlord pursuant to Subparagraph 2(d) above.

  • allocable has the meaning specified in Section 2.5(d);

  • Target Bonus Percentage means, with respect to any Executive, the target bonus percentage specified for such Executive in his or her Employment Agreement.

  • Allocable Excess Proceeds will mean the product of:

  • Proportional Share means the annual revenue of a health care institution received in the form of medical assistance reim- bursement or public employee insurance from the state, divided by the total annual revenue of the health care institution.

  • Allocable Costs means costs allocable to a particular cost objective if the goods or services involved are chargeable or assignable to such cost objective in accordance with relative benefits received or other equitable relationship. Costs allocable to a specific Program may not be shifted to other Programs in order to meet deficiencies caused by overruns or other fund considerations, to avoid restrictions imposed by law or by the terms of this Agreement, or for other reasons of convenience.

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

  • Allocated Share for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Bonus Payments means that portion of the bonus payments received by the

  • Inactive portion means that portion of a facility which is not operated after November 19, 1980. See also "active portion" and "closed portion".