Proportionate Percentage Sample Clauses

Proportionate Percentage. The term “Proportionate Percentage” in Section 7.1 shall mean, that percentage figure which expresses the ratio which (i) the number of shares of Common Stock then owned by the Investor bears to (ii) the aggregate number of shares of Common Stock (a) outstanding and (b) issuable upon conversion or exercise of securities which are then convertible into or exercisable for Common Stock. For purposes of the computation required under this Section 7.4, the Investor shall be treated as having converted or exercised all securities which are convertible into or exercisable for shares of Common Stock at the rate at which such securities are convertible into or exercisable for Common Stock at the time of such computation.
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Proportionate Percentage. Proportionate Percentage" shall ------------------------ mean, as to a Purchaser, that percentage figure which expresses the ratio which (x) the number of shares of outstanding Common Stock then owned by such Purchaser bears to (y) the aggregate number of shares of all outstanding Common Stock then outstanding. Right of First Refusal (Xxxxxxx Xxxxx & Associates, Inc.) As consideration for Xxxxxxx Xxxxx & Associates, Inc. performing consulting services to the Company, the Company hereby grants to Xxxxxxx Xxxxx & Associates, Inc. for a period ending May 31, 1996 the right of first refusal in managing and/or underwriting any securities offerings, mergers, acquisitions, tender offers, recapitalizations and reorganizations providing such offering is on the same bona fide terms and conditions as the Company could obtain elsewhere. Co-Sale Rights Xx. Xxxxxxx hereby covenants and agrees that he (a "Co-Selling Shareholders") will give ten (10) days written notice to each Purchaser in the event that he proposes to sell in other than (i) a registered offering or other than (ii) a sale pursuant to Rule 144 or other than (iii) an employee or officer of the Company, an amount of Common Stock which together with all prior or contemporaneous sales of Common Stock by such Co-Selling Shareholder and affiliates (as defined in the Securities Act) of such person in the aggregate exceeds 10% of the number of shares of Common Stock held collectively by such Co-Selling Shareholder and affiliates on the date hereof or 20% taking into consideration shares sold to officers and employees of the Company. Upon written notice of such Co-Selling Shareholder given within ten (10) days after receipt of such notice, each Purchaser (individually and not as a class) shall be permitted, but not required, to participate with such Co-Selling Shareholder in any such sale. This provision shall terminate as to a Purchase on any date on which it or any Affiliate ceases to own any of the Company's Securities. Xxxxx Xxxxxxxx shall also be deemed a "Co-Selling Shareholder" for purposes of this paragraph in the event that Xx. Xxxxxxxx shall acquire more than 10% of the outstanding Common Stock of the Company, in which event he shall be bound by the same terms and conditions of co-sale as Xx. Xxxxxxx. For purposes of determining whether Xx. Xxxxxxxx owns 10% of the outstanding stock of the company, all shares sold by Xx. Xxxxxxxx during a period of twelve months preceeding the date of the calculation sha...
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Proportionate Percentage. 13.15 QFAC...................................................................
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Proportionate Percentage. For purposes of this Article ------------------------ IV, "Proportionate Percentage" shall mean (a) the number of shares of Common ------------------------ Stock held by an Offeree (for this purpose, treating each option, warrant and convertible security as the number of shares of Common Stock for which it is then exercisable or convertible), divided by (b) the number of outstanding shares of Common Stock (determined as provided in clause (a) above).
Sample 1
Proportionate Percentage. The term “Proportionate Percentage” in this Section 5 shall mean, as to any Stockholder, that percentage figure which expresses the ratio which (i) the number of Fully Diluted Shares then owned by such Stockholder bears to (ii) the aggregate number of Fully Diluted Shares held by the Stockholders.
Sample 1
Proportionate Percentage. As used herein, the “Proportionate Percentage” of a Qualified Member means a fraction of which (i) the numerator is the number of Units held by such Qualified Member, and (ii) the denominator is the number of Units held by all Qualified Members. For purposes of Section 3.4, API’s Proportionate Percentage shall be deemed to be zero, and each Founder’s Proportionate Percentage shall be a fraction of which (i) the numerator is the number of Units held by API attributable to such Founder (in accordance with such Founder’s pro rata interest in API as determined without inclusion of any unexercised options for shares of stock in API) and (ii) the denominator is the number of Units held by all Qualified Members.
Sample 1
Proportionate Percentage. The fraction, expressed as a percentage, (i) the numerator of which is the total number of shares of Common Stock or Common Stock Equivalents held by CECG that also constitute Registrable Securities and (ii) the denominator of which is the number of shares of Common Stock or Common Stock Equivalents held by all Holders that also constitute Registrable Securities, calculated on an as converted and as exercised basis.
Sample 1
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Related to Proportionate Percentage

  • Pro Rata Share A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

  • Proportionate Amounts Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

  • Proportionate Share If the Premises are a part of a multiple tenancy complex, the responsibility of the Lessee for costs are determined by taking a percentage of the total cost of the expenses based upon the rentable floor space in said complex occupied by the Lessee. It is agreed that the Premises is [%] ("Proportionate Share") of the total floor space in the building. The Lessor may, with notice to the Lessee, elect to perform and provide certain maintenance and services pertaining to the entire building or area of which the Premises are a part, including, but not limited to, landscaping, trash removal, lawn maintenance, common area lighting, watering, paving maintenance, and snow removal. In such event, the Lessee shall reimburse the Lessor for its Proportionate Share of such maintenance services. Within ninety (90) days following the end of each year during the Term, the Lessor shall furnish the Lessee with a written statement covering the lease year just expired (measured from the Commencement Date), showing in reasonable detail a general breakdown of the total operating costs, the amount of the Lessee's obligation relating thereto, and the total payments made by the Lessee. The Lessee agrees to conduct its business in a lawful and legal manner, and in a way that provides quiet enjoyment to the rest of the Lessees in the complex, including, but not limited to, mitigation and limitation of noise, vibration, odor, trash, or fumes. In the event the Lessor receives complaints from other Lessees in the building or complex and determines, in its sole reasonable judgment, that the Lessee is conducting its operations in a manner so as to be objectionable to other Lessees, the Lessee shall, upon notice from the Lessor, promptly modify its operations to eliminate such objections.

  • Pro Rata Allocation 37 Prospectus....................................................................................37

  • Applicable Percentage Except as provided otherwise in the next sentence, the term "Applicable Percentage" shall mean: (i) 0% during the one-year period commencing on the Closing Date (ii) 20% during the one-year period commencing on the first anniversary of the Closing Date; (iii) 40% during the one-year period commencing on the second anniversary of the Closing Date; (iv) 60% during the one-year period commencing on the third anniversary of the Closing Date; (v) 80% during the one-year period commencing on the fourth anniversary of the Closing Date; and (vi) 100% on and after the fifth anniversary of the Closing Date. Notwithstanding the foregoing, (A) immediately prior to and after the occurrence of a Sale of the Company, such Applicable Percentage shall mean 100%, and (B) in the case of a termination of employment described in Section 7.2(a)(iii)(B), such Applicable Percentage in clauses (i), (ii) and (iii) shall be 0%, and in clauses (iv) and (v) and (vi) shall be 40%, 75% and 100%, respectively.

  • Pro Rata Sharing 63 32. Severability.........................................................64 33. Counterparts.........................................................64 34. Notices..............................................................64 35. Language.............................................................66 36. Jurisdiction.........................................................66 37.

  • Commitment Percentage With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement.

  • Pro Rata Payments Payments to the Holders shall be pro rata with other Holders who purchased Notes in the same oRering, based on the Principal Amount of each such Note. If a Holder receives a payment in excess of his, her, or its pro rata share, the excess shall be deemed to be held in trust for the benefit of other Holders.

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

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