Pro Rata Amount definition

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 Amount means, with respect to any holder of Preferred Stock, the lesser of (a) a number of Offered Securities calculated by multiplying the aggregate number of Offered Securities by a fraction, the numerator of which is equal to the number of shares of Preferred Stock owned by such holder, and the denominator of which is equal to the aggregate number of outstanding shares of Preferred Stock immediately prior to such Qualified Financing and (b) the maximum number of Offered Securities that such holder is permitted by the Corporation to purchase in such Qualified Financing, after giving effect to any cutbacks or limitations established by the Board of Directors and applied on a pro rata basis to all holders of Preferred Stock.

Pro Rata Amount means, with respect to any Stockholder, the quotient obtained by dividing (a) the number of Stockholder Shares held by such Stockholder by (b) the aggregate number of Stockholder Shares held by all Stockholders or class of Stockholders, as applicable (excluding, in both the numerator and denominator, any Common Stock Equivalents; provided, that Common Stock Equivalents that are vested or shall become vested as a result of an Approved Sale shall be included in both the numerator and denominator with respect to Section 2.3).

Examples of Pro Rata Amount in a sentence

• In addition, each Major Investor that elects to purchase or acquire all of its Pro Rata Amount (each, a “Fully Exercising Investor”) may, in the Investor Notice, elect to purchase or acquire, in addition to its Pro Rata Amount, a portion of the New Securities, if any, for which other Major Investors were entitled to subscribe but that are not subscribed for by such Major Investors.

• Upon the occurrence of a Change in Control, each unvested performance share unit award which is outstanding immediately prior to the Change in Control under the Plan shall immediately become vested in an amount equal to the PSU Pro Rata Amount.

• By written notice (the “Investor Notice”) to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Major Investor’s Pro Rata Amount.

• Notwithstanding the foregoing, the Company may not effect a Company Conversion of any Installment Amount under this Section in excess of the Holder Pro Rata Amount of the applicable Installment Volume Limitation.

• The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns.

More Definitions of Pro Rata Amount

Pro Rata Amount has the meaning set forth in Section 4.16.

Pro Rata Amount means, as of the applicable date of determination, with respect to a particular Holder, a fraction (i) the numerator of which is the aggregate number of shares of Series A Preferred Stock held by such Holder as of such date of determination and (ii) the denominator of which is the aggregate number of shares of Series A Preferred Stock outstanding as of such date of determination.

Pro Rata Amount means, with respect to any Holder, a fraction, the numerator of which is equal to the number of shares of Series B Preferred Stock held of record by such Holder, and the denominator of which is equal to the aggregate number of outstanding shares of Series B Preferred Stock.

Pro Rata Amount is defined in Section 4 of this Agreement.

Pro Rata Amount is defined in Section 3 of this Agreement.

Pro Rata Amount is defined in Section 2 of this Agreement.

Pro Rata Amount shall have the meaning set forth in Section 7.1.