Proportionate Percentage Sample Clauses

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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).
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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. 13.15 QFAC...................................................................
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Proportionate Percentage. Proportionate Percentage" shall ------------------------- mean, as to the Purchaser, that percentage figure which expresses the ratio which (x) the number of shares of outstanding Common Stock then owned by the Purchaser bears to (y) the aggregate number of shares of all outstanding Common Stock then outstanding. Co-Sale Rights ▇▇. ▇▇▇▇▇▇▇ hereby covenants and agrees that he (a "Co-Selling Shareholder") will give ten (10) days written notice to the 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) to 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, the Purchaser 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. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall also be deemed a "Co-Selling Shareholder" for purposes of this paragraph in the event that ▇▇. ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇. For purposes of determining whether ▇▇. ▇▇▇▇▇▇▇▇ owns 10% of the outstanding stock of the company, all shares sold by ▇▇. ▇▇▇▇▇▇▇▇ during a period of twelve months preceding the date of the calculation shall be included. The Company covenants and represents that it will not register a transfer of Common Stock on the registration books of the Company which has been sold in contravention of this Section. If ▇▇. ▇▇▇▇▇▇▇ makes a sale of Common Stock in contravention of this Section, he shall be deemed to hold the proceeds of such sale on a resulting trust in favor of the Purchasers in an amount equal to that to which the Purchasers would have been entitled to receive on such sale pursuant to the provisions of this Section and shall immediately pay over to ...
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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.
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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.
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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.
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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.

  • Discount Percentage The Discount Percentage shall be based upon the monthly average of the net assets of all of the funds on Master Schedule A to Management Contracts (“Group Assets”), as may be updated from time to time, and the monthly average of the net assets of the Fund (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. After determination of the average Group Assets tier bound level in Master Schedule B to Management Contracts, as may be updated from time to time, which is hereby incorporated by reference into this Contract, the Discount Percentage shall be determined on a cumulative basis pursuant to the schedule set forth in Master Schedule B to Management Contracts.

  • 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.