Prorated Portion definition
Prorated Portion means a fraction the numerator of which is the number of days in an applicable performance period prior to such Executive’s termination of employment and the denominator of which is the total number of days in an applicable performance period.
Prorated Portion means, with respect to any Conversion Date, the total number of Designated Shares on such Conversion Date divided by the product of (i) the applicable Conversion Rate (or, in the case of a Fundamental Change Conversion, the Fundamental Change Conversion Rate) on such Conversion Date and (ii) the total number of shares of Series D Preferred Stock submitted for conversion for all Holders on such Conversion Date (or in the case of a Mandatory Conversion, the total number of shares of Series D Preferred Stock outstanding).
Prorated Portion shall have the meaning set forth on Schedule A (Indebtedness)(l).
Examples of Prorated Portion in a sentence
Payment of a Prorated Portion of the cash value of Executive’s Annual Performance Bonus measured as of the date of termination for the year in which such termination occurs.
For the avoidance of doubt, the Target PSUs that do not constitute the Prorated Portion shall be forfeited as of the date of Termination of Service.
A Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest on the regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement.
The "Prorated Portion" of the foregoing amount shall be determined by multiplying such amount by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company, and the denominator of which is, three hundred sixty-five (365).
A Prorated Portion of any unvested Performance RSUs awarded to Executive on or after January 1, 2005, shall vest and will be issued on the regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement.
More Definitions of Prorated Portion
Prorated Portion means a fraction, the numerator of which is equal to the aggregate purchase price paid by the Purchasers for the Notes purchased at the Closing (as defined below) and the denominator of which is equal to $350,000,000. The Notes will be issued pursuant to an Indenture, substantially in the form attached hereto as Exhibit A (the “Indenture”), by and between the Company and a trustee reasonably satisfactory to the Company and the Purchasers (the “Trustee”). The Warrants will be issued pursuant to a Warrant Agreement, substantially in the form attached hereto as Exhibit B (the “Warrant Agreement”), between the Company and the Purchasers (as defined below). The Notes and the Warrants issued hereunder are collectively referred to as the “Offered Securities”. The Company hereby confirms its agreement, subject to the terms and conditions set forth herein, with GS Mezzanine Partners II, L.P., a Delaware limited partnership (“GS Mezzanine”), GS Mezzanine Partners II Offshore, L.P. (“GS Offshore”), an exempted limited partnership organized under the laws of the Cayman Islands, and any other affiliate of GS Mezzanine who purchase the Offered Securities being issued hereunder at the Closing (as defined below) (together with GS Mezzanine, GS Offshore and one or more partnerships, corporations, trusts or other organizations specified as a Purchaser in Schedule 1 hereto which controls, is controlled by, or is under common control with, GS Mezzanine or GS Offshore, the “GS Purchasers”), and any other person specified as a Purchaser in Schedule 1 hereto, provided such person executes a counterpart of this Agreement (“Other Purchasers”, and together with the GS Purchasers, the “Purchasers”), concerning the purchase of the Offered Securities from the Company by the Purchasers. Holders of the Notes will be entitled to the benefits of an Exchange and Registration Rights Agreement, substantially in the form attached hereto as Exhibit C (the “Exchange and Registration Rights Agreement”), pursuant to which, among other things, (a) the Company will, under the circumstances described therein, exchange such Notes for certain exchange notes of the Company (the “Exchange Notes”), which are identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions), which will be registered pursuant to a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) filed with the Securities...
Prorated Portion means the period of time Holder was employed by Microtek after the date of this Debenture as compared to four years. The amount required to be paid in satisfaction of this Debenture in the event of such prepayment shall equal the Prorated Portion of the stated principal amount of the Debenture discounted to its present value on the Prepayment Date using the Discount Rate from the Maturity Date (also referred to herein as the Discounted Prepaid Face Amount). Any prepayment under this Section 2.2 shall occur on a date selected by Isolyser as provided in Section 2.3 which shall be not later than thirty (30) days after the date of such termination of employment.
Prorated Portion shall have the meaning ascribed to such term in Section 4.01.A hereof.
Prorated Portion means a fraction (i) whose numerator is the number of months elapsed from the beginning of any not yet completed performance period applicable to any cash incentive award or plan through the effective date of termination of a Participant’s employment in the circumstances described in Section 3.01 below, and (ii) whose denominator is the total number of
Prorated Portion means the product of (A) the number of shares of stock units subject to the Stock Awards, and (B) a fraction, the numerator of which is the number of full months elapsing between the Grant Date and the date of the Participant’s termination of employment with the Company and any Company subsidiary, and the denominator of which is thirty-six (36). Except as otherwise provided in this Section 4, any Stock Awards that do not become nonforfeitable will be forfeited if the Participant ceases to be continuously employed by the Company or a Company subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” means the absence of any interruption or termination of the Participant’s employment with the Company or with a subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its subsidiaries.
Prorated Portion means the percentage derived by dividing (a) the amount by which Company Statutory Earnings exceed $15,250,000 by (b) $1,250,000. “RBC Ratio” means with respect to the Company as of any date of determination the ratio of its “total adjusted capital” as defined in Wis. Admin. Code § Ins 51.01(23) as in effect on the date of determination and calculated in accordance with the Specified Accounting Principles over its Authorized Control Level RBC. “Regulation” means any rule, regulation, policy or interpretation (regarding such rule, regulation or policy) of any Governmental Authority. “Regulatory Settlement Agreement” means that certain Regulatory Settlement Agreement by and among the Company and the states and other jurisdictions party thereto, executed by the Company on June 25, 2020.
Prorated Portion means such percentage equal to (a) the outstanding principal of the TIFIA Loan divided by (b) the sum of the outstanding principal of the TIFIA Loan plus the aggregate amount of the outstanding principal of all other Trust Agreement Obligations that are in parity with the TIFIA Loan in right of payment and in right of security.