![]() Proportionate Percentage has the meaning set forth in Section 4.2(a) of this Agreement. Pro Rata Acquisition means an acquisition by a Person of Voting Shares pursuant to: ![]() Pro Rata Amount means, for each Major Investor, that portion of the New Securities identified in an Offer Notice which equals the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by such Major Investor bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). Pro Rata Fraction means a fraction, the numerator of which shall be equal to the number of days between the Grant Date and the Participant’s Date of Termination and the denominator of which shall be 1095. If so elected, the Parent, on the one hand, and the Members (in proportion to their Pro Rata Ownership Percentage), on the other hand, shall bear their respective costs incurred in connection with this procedure, including the fees and expenses of the neutral advisor.Īny and all Losses due to any of the Buyer Indemnitees that are recoverable from the Escrow Fund shall be recovered (i) first from the Escrow Contribution Amount of the Other Sellers (pro rata based on the Other Sellers’ relative Pro Rata Ownership (excluding Extension Holdings)), and then (ii) from Extension Holding’s Escrow Contribution Amount.Įach Company Member shall be entitled to receive payment (following return to them of the Deferred Closing Adjustment Consideration) directly from Parent as provided in this Section 2.5 in proportion to each Member's Pro Rata Ownership Percentage to the extent that the difference of (i) Net Members' Equity as of the Closing Date (as finally determined under this Section 2.5), and (ii) the aggregate Independent Accountant Fees (if any), is greater than $3,400,000 (the "Member Closing Adjustment").Īll cash requirements of the Company shall be satisfied from cash generated by the operations of the Company, from external financing (on a non-recourse basis and without guarantees of the Shareholders or their Affiliates) procured by the Company in its own name, from financing by the Shareholders (the burden of such financing shall be allocated to a Shareholder based on Pro Rata Ownership) and from the initial capitalization.Īt the Closing (as defined in Section 1(c) below), and subject to the terms and conditions hereof, the Sellers will transfer to the Company, and the Company will repurchase from each of the Sellers a number of shares of Common Stock required to maintain such Seller’s Pro Rata Ownership Percentage in the Company after giving effect to the Tender Offer and the repurchases under this Agreement (as determined for each Seller, the “Pro Rata Shares” and, collectively for all of the Sellers, the “Shares”). Notwithstanding anything to the contrary in this Agreement, Investor’s rights and the Company’s obligations under this Section 5.4 shall terminate on such date that Investor’s Fully Diluted Pro Rata Ownership Percentage in the Company is less than 20.0% (the “Preemptive Rights Expiration Date”). Pro Rata Ownership Interest means the percentage of the Broadband Facility owned by the Commission or another state entity designated by the Commission which is equivalent to the ratio of the bond financed grant to the Total Project Cost. ![]() Notwithstanding anything to the contrary in this Agreement, Investor’s rights and the Company’s obligations under Section 5.1(a), Section 5.1(b) and Section 5.1(c) shall terminate on such date that Investor’s Fully Diluted Pro Rata Ownership Percentage in the Company is less than 33.0% (the “Expiration Date”). ![]() Xxxxxx /s/ Xxxxxxx Xxx Xxxxxxx Xxx Exhibit A Pro Rata Ownership of the Shareholders Name Ownership Xxxxx X. In addition to the other information required hereunder, each Offering Notice and each notice of an ATM Offer shall include the Company’s calculation of the Purchaser’s Fully Diluted Pro Rata Ownership Percentage and the number of Securities Purchaser is entitled to Purchase hereunder with respect to the offering to which such Offering Notice or notice of ATM Offering relates. Examples of Pro Rata Ownership in a sentence ![]()
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