Sale Percentage definition

Sale Percentage means the percentage of net proceeds that would be distributed to Subscriber as a member of the Property Owner in accordance with the operating agreement of the Property Owner as in effect immediately prior to Closing, upon the sale of all or substantially all of the Property Owner’s assets for an amount equal to the Property Owner Valuation. “Property Owner Valuation” means the aggregate purchase price for 100% of the Membership Interests in the Property Owner, which shall be $2,061,156.00 plus or minus such customary credits, pro rations and other adjustments for operating costs and liabilities as may be agreed by the Company and its manager (the “Manager”) in connection with Closing (as defined below). Notwithstanding the foregoing, in the event that the undersigned has elected Option B pursuant to the Consent and Election in the form attached hereto as Appendix A (“Consent and Election”), the Company shall deliver cash payment to the undersigned in an amount equal to the undersigned’s Sale Percentage multiplied by the Property Owner Valuation, minus any applicable withholding taxes, and the undersigned shall not receive any Units in the Company. The Units issued or cash paid, as applicable, are referred to as the “Transfer Consideration.”

Sale Percentage means, as of any measurement date, (i) 100% minus (ii) the percentage of the shares of the Company’s Series C preferred stock (or the shares of Stock issuable upon conversion thereof) originally purchased by the JH Stockholders (as defined below) (including through exercise of the Additional Purchase Right (as defined below)) still held by the JH Stockholders through the date of measurement; provided that, for the avoidance of doubt, if the Additional Purchase Right is exercised, Participant will not be required to increase his ownership of Company securities and the Sale Percentage will be applied to the Shares held as of such time.

Sale Percentage has the meaning set forth in Section 11.5(e).

Examples of Sale Percentage in a sentence

• The Company (or the Company’s transfer agent, if any) shall record in the Company’s books and records the transfer of the Sale Percentage of the Holder’s shares of Common Stock which is not represented by one or more certificates issued by the Company, from the Holder to the Third Party, on the Drag-Along Sale Date.

• The Company (or the Company's transfer agent, if any) shall record in the Company's books and records the transfer of the Sale Percentage of the Holder's shares of Common Stock which is not represented by one or more certificates issued by the Company, from the Holder to the Third Party, on the Drag-Along Sale Date.

• In addition to the restrictions on transfer set forth in the LLC Agreement and, to the extent applicable, any agreement executed pursuant thereto, Employee and any of his Transferees may only sell Common Stock in a Public Sale if such Common Stock is vested and to the extent that, before and after giving effect to such sale, the Employee Cumulative Sale Percentage would be equal to or less than the Investor Cumulative Sale Percentage.

• Such Tag-Along Exercise Notice must affirmatively state that such Holder is irrevocably exercising its Tag-Along Right and shall specify the number of vested Holder’s Shares held by it which it desires to sell to the Third Party pursuant to the Third Party Sale (which number shall in no event be greater than the product of (x) the number of Holder’s Shares held by such Holder and (y) the Third Party Sale Percentage specified in the respective Tag-Along Notice).

• The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (i) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (ii) the Drag Along Sale Percentage for each class, (iii) the per share consideration to be received in the proposed Sale for each class, (iv) the name and address of the Prospective Buyer and (v) if known, the proposed Transfer date.

More Definitions of Sale Percentage

Sale Percentage means, as of any date, (i) 100% minus (ii) the percentage of the shares of the Company’s Series C preferred stock (or the shares of Stock issuable upon conversion thereof) originally purchased by the JH Stockholders (as defined below) (including through exercise of the Additional Purchase Right (as defined below) still held by the JH Stockholders through the date of measurement; provided that the Sale Percentage shall be deemed to be 100% on the first to occur of (x) January 8, 2015 or (y) the date of Participant’s Termination of Employment by the Company without Cause (as defined below), by Participant for Good Reason (as defined below) or as a result of Participant’s death or Disability, or in the event of Participant’s Termination of Employment as a result of the Company’s election not to extend the Employment Period (as defined below); and, provided, further, that for the avoidance of doubt, if the Additional Purchase Right is exercised, Participant will not be required to increase his ownership of Company securities and the Sale Percentage will be applied to the Shares held as of such time.

Sale Percentage has the meaning set forth in Section 3.03(c)(i)(A).

Sale Percentage means with respect to a Significant Sale, the percentage of the Principal Stockholders’ total aggregate equity securities in the Company that are sold or transferred in connection with such Significant Sale plus the percentage of the Principal Stockholders’ total aggregate equity securities in the Company sold in all prior Equity Sales, in each case based on the largest amount of equity securities (as such securities may be adjusted for the occurrence of a stock split, reverse stock split or other corporate event) held by the Principal Stockholders at any time at or following the Effective Date.

Sale Percentage. As defined in Section 4(a). ---------------

Sale Percentage means with respect to the Initiating Seller and each Selling Member, an amount equal to the product of (i) the quotient obtained by dividing (A) the number of Units owned by the Initiating Seller or such Selling Member, as applicable, by (B) the aggregate number of Units owned by the Initiating Seller and all Selling Members, collectively, and (ii) 100, expressed as a percentage.

Sale Percentage has the meaning set forth in Section 5.2(a).

Sale Percentage means the fraction, expressed as a percentage, determined by dividing the number of Oncor Units to be purchased from Oncor Holdings by the total number of Oncor Units owned directly by Oncor Holdings.