Pro Rata Participation. (a) Each Lender agrees that if, as a result of the exercise of a right of setoff, banker's lien or counterclaim or other similar right or the receipt of a secured claim it receives any payment in respect of the Secured Obligations, it shall promptly notify the Agent thereof (and the Agent shall promptly notify the other Lenders). If, as a result of such payment, such Lender receives a greater percentage of the Secured Obligations owed to it under this Agreement than the percentage received by any other Lender, such Lender shall purchase a participation (which it shall be deemed to have purchased simultaneously upon the receipt of such payment) in the Secured Obligations then held by such other Lenders so that all such recoveries of principal and interest with respect to all Secured Obligations owed to each Lender shall be pro rata on the basis of its respective amount of the Secured Obligations owed to all Lenders, PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered by or on behalf of the Borrower from such Lender, such purchase shall be rescinded and the purchase price paid for such participation shall be returned to such Lender to the extent of such recovery, but without interest.
Pro Rata Participation. If any Executive elects to participate in the contemplated Transfer, the Transferring Securityholder and each Participating Securityholder shall be entitled and under an obligation to sell in the contemplated Transfer such number of Xxxx Securities and Vested Securities, respectively, as is equal to the product of: (i) the quotient determined by dividing the number of Xxxx Securities or Vested Securities (as applicable) held by such transferring Person by the aggregate number of Securities then issued and outstanding (but excluding all Unvested Securities); and (ii) the total number of Securities to be sold in the contemplated Transfer. The foregoing calculation shall be applied separately with respect to each type of Security. Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice. Notwithstanding the foregoing, an Executive may elect to participate in such Transfer only with respect to the Executive’s Co-Invest Securities and not the Executive’s Incentive Securities.
Pro Rata Participation. (a) For so long as Buyer and Affiliated Permitted Transferees (as defined herein) own in the aggregate at least 50% of the shares of Common Stock of the Corporation being purchased by Buyer pursuant to this Agreement, if the Corporation shall issue (such issuance, including any Common Equity issued to Buyer pursuant to this Section 5.04, an "Issuance") any Common Equity (other than an issuance of Common Equity (i) pursuant to the Corporation's existing or future stock option plans or pursuant to any other existing or future director or employee compensation plan approved by the Board of Directors, (ii) as consideration for the acquisition of a business or of assets, (iii) to the Corporation's joint venture partners in exchange for interests in the relevant joint venture, (iv) upon conversion, exercise or exchange of Convertible Securities, (v) pursuant to any shareholders' rights plan, (vi) as dividends on any class of preferred stock of the Corporation) or (vii) upon exercise of the Warrants), Buyer and Affiliated Permitted Transferees (the "Pro Rata Offerees") shall have the right to purchase for cash an amount of such Common Equity ("Pro Rata Securities") on the same terms and at the same price as the issue price of such Common Equity (such price to be agreed by the Corporation and Buyer if such Common Equity is to be issued for consideration other than cash, and if the parties cannot agree on such price, the price shall be determined as provided in paragraph (c) of this Section 5.04) so that, after the Issuance, the Pro-Rata Offerees would own the same proportional interest of the Common Equity of the Corporation in the aggregate (assuming conversion, exercise or exchange of all Convertible Securities) as their remaining Common Shares represent of the Common Equity of the Corporation immediately prior to the Issuance (assuming conversion, exercise or exchange of all Convertible Securities). The Corporation shall deliver written notice (a "Pro Rata Notice") to each Pro Rata Offeree with respect to any Issuance subject to the provisions of this Section 5.04 either, at the Corporation's option, (i) not less than 5 days before the anticipated date of such Issuance (an "Advance Pro Rata Notice"), or (ii) promptly after consummation of such Issuance. Each Pro Rata Offeree's right to purchase Pro Rata Securities with respect to any Issuance shall terminate 5 business days after delivery of the Pro Rata Notice unless such Pro-Rata Offeree elects to exercise it...
Pro Rata Participation. At the time of any provision of Incremental Revolving Loan Commitments pursuant to this Section 2.15, each Revolving Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Revolving Lenders, and incur additional Revolving Loans from certain other Revolving Lenders (including the Incremental Revolving Lenders), in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 2.15) and with the Revolving Borrowers being obligated to pay to the respective Revolving Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing.
Pro Rata Participation. Each Participating Securityholder shall be entitled to sell in the contemplated Transfer, on the same terms and conditions as the Bain Sellers, such number of its Securities as have a Pecuniary Value equal to the product of (i) the quotient determined by dividing the Pecuniary Value of Securities owned by such Person by the aggregate Pecuniary Value of all the Securities issued by the Company and (ii) the Pecuniary Value of all the Securities which the prospective transferee has agreed to acquire pursuant to the contemplated Transfer, and the Xxxx Sellers shall be entitled to sell the remaining Securities in the contemplated Transfer. Each Participating Securityholder shall be required, to the extent possible, to transfer Securities of the same type and in the same proportional strip as the Xxxx Securities proposed to be transferred pursuant to the Xxxx Sale Notice.
Pro Rata Participation. (i) As long as Buyer holds at least 1,000,000 shares of Common Stock of the Company, the Company shall permit Buyer to purchase its pro rata share of New Securities (as defined below) on terms and conditions that are equal to those offered by the Company in a subsequent sale of New Securities after the date of this Agreement. Buyer’s pro rata share, for purposes of this Section 4(m), is equal to the ratio of (a) the number of shares of Common Stock owned by Buyer immediately prior to the issuance of New Securities to (b) the total number of shares of Common Stock outstanding. Buyer may assign its right of participation hereunder to any person to which Buyer may transfer registration rights pursuant to the terms of the Registration Rights Agreement. “
Pro Rata Participation. (a) Each Lender agrees that:
Pro Rata Participation. (a) Subject to the remaining provisions of this Clause 2 each Lender shall participate in each Advance to be made under the Facility in the proportion borne by its Commitment to the Total Commitments (the "AGREED PROPORTIONS").
Pro Rata Participation. Holders may exercise their rights under section 3.3 to develop Commercial Projects in the United States, under section 3.4 to participate in place of the Company, under section 3.5 to market K-Fuel Products and under section 3.6 to develop Commercial Projects in India and otherwise obtain any and all rights relating to the K-Fuel Technology within India as described in section 3.6, as follows: If Holder(s) who purchased more than more than twenty-five percent of the Registrable Securities pursuant to the Purchase Agreement (the "Proposing Holders") elect to exercise their rights under any of sections 3.3, 3.4, 3.5 or 3.6, then the Proposing Holders shall notify the other Holders in writing of the terms of any proposal (the "Proposal") for the exercise of such rights, including the name of the Proposing Holder (the "Proposal Manager") to whom such Holders should deliver their responding notices described in the following sentence. Within fifteen days after receipt of the Proposal, each Holder (including each Proposing Holder) shall notify the Proposal Manager whether it elects to participate in the Proposal and specify the Holder's desired participation percentage in the Proposal.
Pro Rata Participation. Holders may exercise their rights under section 3.3 to develop Commercial Projects in the United States, under section 3.4 to participate in place of the Company, under section 3.5 to market K-Fuel Products and under section 3.6 to develop Commercial Projects in India and otherwise obtain any and all rights relating to the K-Fuel Technology within India as described in section 3.6, as follows:
