Seller Ownership Percentage definition

Seller Ownership Percentage means 2.92%, which represents a percentage equal to (a) the number of Shares directly owned by such Seller as of August 4, 2007, divided by (b) 807,269,688 shares, which represent the Company’s total outstanding basic Shares as of August 4, 2007, multiplied by 100.
Sample 1
Seller Ownership Percentage means, in respect of (i) Sorin Properties, 75.04 %, (ii) Xx. Xxxxxx Xxxxxxx, 11.61 %; (iii) Mr. Germán Xxxxxxx, 11.61 %; (iv) Xx. Xxxxxxx Xxxxxx, 0.87 %; and (v) Xx. Xxxxx Morea, 0.87 %.
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Seller Ownership Percentage means, in respect of each Seller, the quotient, reflected as a percentage and rounded to the nearest decimal point, determined by dividing (i) the total number of issued and outstanding shares of the Company owned by such Seller and its Affiliates (where applicable), by (ii) the total number of issued and outstanding shares of the Company owned by all shareholders of the Company and the total number of shares of the Company issuable in connection with all outstanding securities convertible or exercisable into shares of the Company.
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Examples of Seller Ownership Percentage in a sentence

  • On or before January 31, 2023, the Buyer will make an advance payment in the aggregate amount of $4,500,000 (the “Prepayment”) to the Sellers on a pro rata basis in accordance with each Seller’s applicable Seller Ownership Percentage by wire transfer of immediately available funds to the accounts designated in writing by the Sellers Representative.

  • The IEP Team uses professional judgment to determine if documentation exists to indicate the student needs ESY in order to receive FAPE or to prevent the student from losing skills that will restrict the student’s ability to function as independently as possible in the future.

  • The sensitivity of single polarization weather radar beam blockage correction to variability in the vertical refractivity gradient.

  • The first accelerated payment (the “First Accelerated Payment”) will be an amount equal to $21,734,358.45, which is equal to (i) the estimated EBITDA of the Business for the twelve (12) month period ended June 30, 2022, (ii) multiplied by 49%, (iii) multiplied by 4, (iv) multiplied by the Seller Ownership Percentage of Sorin Properties (75.04%), and (v) multiplied by 50%.

  • The Accelerated Earn-Out Payment, as defined and calculated pursuant to Exhibit II, attached hereto, shall be paid to the Sellers promptly (and in any event within 10 Business Days) following final determination of the Accelerated Earn-Out Payment, in accordance with their underlying Seller Ownership Percentage pursuant to wire instructions delivered by the Seller Representative to Buyer on not less than three Business Days’ advance written notice.

  • Each Dividend Payment will be paid, within 10 Business Days following payment by the Company to the Buyer of the corresponding dividend, interest or distribution, by the Buyer to the Sellers on a pro rata basis in accordance with each Seller’s applicable Seller Ownership Percentage by wire transfer of immediately available funds to the accounts designated in writing by the Sellers Representative.

  • The Resolution of Participation for the current 5- year Instructional Support Program ending on June 30, 2013 was passed on December 11, 2006 and authorized the District to use Instructional Support Funds for any general fund purpose permitted by Iowa law.

  • The representations and warranties included in Article 5 and any schedules hereto (the “ Collective R&Ws” and, jointly with the Individual R&Ws, the “Sellers R&Ws”) are made by all of the Sellers jointly and the Sellers’ liability for any Losses resulting from any breach or inaccuracy of such Collective R&Ws shall be several (responsabilidad mancomunada) and distributed among Sellers in accordance with each Seller’s respective Seller Ownership Percentage.

  • Upon delivery of an Accelerated Put Exercise Notice in accordance with this Section 4, the Buyer (or one or more of its delegates) will be obligated to purchase from the Sellers, and the Sellers will be obligated to sell and transfer to Buyer (or one or more of its delegates), the Option Shares for an aggregate purchase price that equals the result of (i) the Company Valuation multiplied by (ii) the aggregated Seller Ownership Percentage of the Sellers (the “Accelerated Put Purchase Price”).


More Definitions of Seller Ownership Percentage

Seller Ownership Percentage means Seller’s ownership of Shares, expressed as a percentage, as measured prior to the opening of trading on the first Business Day of each Applicable Month adjusted on a pro forma basis for the Acquired Shares to be settled with respect to the prior Applicable Month that have not yet been reflected in Seller’s ownership of Shares and the Company’s outstanding Shares; provided that if Seller has sold Shares other than to the Company pursuant to the Agreement, then the Seller Ownership Percentage as measured prior to the opening of trading on the first Business Day of such Applicable Month shall be adjusted on a pro forma basis to reflect (i) the Acquired Shares to be settled with respect to the prior Applicable Month that have not yet been reflected in Seller’s ownership of Shares and the Company’s outstanding Shares and (ii) the Shares sold by Seller other than to the Company pursuant to the Agreement; and provided, further, that in the event that the number of outstanding Shares of the Company has changed more than 5% in any Applicable Month as measured on the first Business Day of the Applicable Month and the last Business Day of the Applicable Month (excluding the effect of any Shares purchased by the Company in the open market pursuant to the Program during such Applicable Month, but including the Acquired Shares purchased from Seller during such Applicable Month in respect of any prior month’s activity), then the Seller Ownership Percentage in effect from the day on which the number of outstanding Shares of the Company during any Applicable Month changed more than 5% (measured month-to-date on a cumulative basis as compared to the first Business Day of any Applicable Month) until the end of the Applicable Month shall be adjusted on a pro forma basis to reflect (i) the Acquired Shares to be settled with respect to the prior Applicable Month that have not yet been reflected in Seller’s ownership of Shares and the Company’s outstanding Shares and (ii) the Shares issued or redeemed by the Company in transactions other than pursuant to the Agreement which accounted for such 5% change.
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Seller Ownership Percentage has the meaning set forth in Section 10.2.
Sample 1
Seller Ownership Percentage shall, with respect to a Seller, be equal to the quotient obtained by dividing (a) the aggregate number of shares of Company Capital Stock held by such Seller as of immediately prior to the Effective Time (including, for purposes of this definition, any shares of Company Capital Stock issuable upon conversion of the Company Convertible Securities held by such Seller and outstanding as of immediately prior to the Effective Time), by (b) the Seller Closing Company Share Number.
Sample 1
Seller Ownership Percentage means Seller's ownership of Shares, expressed as a percentage, as measured prior to the opening of trading on the first
Sample 1
Seller Ownership Percentage means Seller's ownership of Shares, expressed as a percentage, as determined on the first business day of each
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Seller Ownership Percentage means Seller's ownership of Shares, expressed as a percentage, as determined on the first business day of each Applicable Month adjusted on a pro forma basis for the Acquired Shares to be settled with respect to the prior Applicable Month that have not yet been reflected in Seller's ownership of Shares and the Company's outstanding Shares; provided that in the event that the number of outstanding Shares of the Company has changed more than 5% in any Applicable Month as measured on the first business day of the Applicable Month and the last business day of the Applicable Month (excluding the effect of any Shares purchased by the Company pursuant to the Program during such Applicable Month and the Acquired Shares purchased during such Applicable Month in respect of any prior month's activity) or if Seller has sold Shares other than to the Company pursuant to the Agreement, then the Seller Ownership Percentage shall include an appropriate adjustment to reflect such changes.
Sample 1

Related to Seller Ownership Percentage

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Percentage Stock Ownership means the percentage Stock Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation § 1.382-2T(g), (h), (j) and (k) or any successor provision.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Ownership Share means, with respect to any Subsidiary of a Person (other than a Wholly Owned Subsidiary) or any Unconsolidated Affiliate of a Person, the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other applicable organizational document of such Subsidiary or Unconsolidated Affiliate.

  • Shared Ownership Lease means a shared ownership lease that meets:

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • controlling percentage means the ownership of and the right to vote stock possessing more than fifty percent of the total combined voting power of all classes of Tenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant's interest in this Lease.

  • Common ownership means the same or substantially similar persons or entities that maintain a

  • Ownership Change Event means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • qualifying interest means the aggregate interest, discount or original issue discount receivable by a resident individual in any year of income

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Equity Ownership means the percentage ownership and control, exercised by individuals within an enterprise.

  • Voting Percentage means, as to any Lender, (a) at any time when the Commitments are in effect, such Lender’s Pro Rata Share and (b) at any time after the termination of the Commitments (including as a result of the occurrence of the Term Conversion Date), the percentage (carried out to the ninth decimal place) which (i) the sum of (A) the Outstanding Amount of such Lender’s Loans (including for purposes of this definition, such Lender’s risk participation in outstanding Swing Line Loans), plus (B) such Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations, then constitutes of (ii) the Outstanding Amount of all Loans and L/C Obligations; provided, however, that if any Lender is a Defaulting Lender, then such Lender’s Voting Percentage shall be deemed to be zero percent (0%), and the respective Pro Rata Shares and Voting Percentages of the other Lenders shall be recomputed for purposes of this definition and the definition of “Required Lenders” without regard to such Lender’s Commitment or the Outstanding Amount of its Loans and L/C Obligations, as the case may be.

  • Relative Total Shareholder Return or “Relative TSR” means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.