Pro Rata Repurchase Sample Clauses
A Pro Rata Repurchase clause establishes the right for shareholders or investors to sell back their shares to the company or another party in proportion to their ownership stake. In practice, if a company offers to repurchase a certain number of shares, each eligible shareholder can participate in the buyback based on the percentage of shares they hold relative to the total. This ensures that all shareholders are treated fairly and prevents any one party from being disproportionately affected by the repurchase. The core function of this clause is to maintain equity among shareholders during buyback events and to avoid favoritism or dilution of ownership.
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Pro Rata Repurchase. In the event that the Company desires to repurchase shares of Preferred Stock from a Major Investor, the Company shall first notify each Major Investor of such intent to repurchase Preferred Stock and offer each such Major Investor an opportunity to participate in such repurchase and sell shares of Preferred Stock to the Company in an amount equal to its pro rata ownership of the Company's securities determined by multiplying the number of shares of Preferred Stock held by such Major Investor by a fraction, the numerator of which is the number of shares of Preferred Stock held by such Major Investor and the denominator of which is the number of shares of Preferred Stock held by all Major Investors.
Pro Rata Repurchase. Notwithstanding anything to the contrary contained in Section 6, if at any time consummation of any purchase or payment to be made by the Company pursuant to this Agreement would result in an Event, then the Company shall make purchases from, and payments to, the Participant pro rata (on the basis of the proportion of the number of shares of Stock each the Participant and all Other Participants have elected or are required to sell to the Company) for the maximum number of shares of Stock permitted without resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Section 6(d) shall apply in their entirety to payments and repurchases with respect to Stock which may not be made due to the limits imposed by the Maximum Repurchase Amount under this Section 11. Until such Stock is purchased and paid for by the Company, the Participant and the Other Participants whose Stock is not purchased in accordance with this Section 11 shall have priority, on a pro rata basis, over other purchases of Stock by the Company pursuant to this Agreement.
Pro Rata Repurchase. 5.1 Upon a Pro Rata Repurchase, each holder of shares of this Series shall have the right to require that the Corporation repurchase, out of funds legally available therefor, a Pro Rata Portion (as defined below) of the shares of such holder, or any lesser number requested by the holder, at a price per share equal to the highest price per share of Common Stock paid in the Pro Rata Repurchase multiplied by the Conversion Rate then in effect plus an amount equal to the accrued but unpaid dividends on such shares to the date of repurchase.
5.2 At any time prior to or within thirty (30) days following any Pro Rata Repurchase, the Corporation shall mail a notice to each holder of shares of this Series stating:
(a) that a Pro Rata Repurchase will occur or has occurred and that such holder will have (upon such Pro Rata Repurchase) or has the right to require the Corporation to repurchase such holder's shares in an amount not in excess of the Pro Rata Portion at a repurchase price in cash determined as set forth above plus an amount equal to accrued and unpaid dividends, if any, to the date of repurchase;
(b) the repurchase date for the Series G Stock (which shall be no earlier than fifteen (15) days nor later than sixty (60) days from the date such notice is mailed); and
(c) the instructions determined by the Corporation, consistent with this Section, that a holder must follow in order to have its shares repurchased.
5.3 Holders electing to have any shares repurchased will be required to surrender such shares, with an appropriate form duly completed, to the Corporation at the address specified in the notice at least five (5) days prior to the repurchase date. Holders will be entitled to withdraw their election if the Corporation receives, not later than three (3) days prior to the repurchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the certificate numbers of the shares delivered for purchase by the holder and a statement that such holder is withdrawing his election to have such shares repurchased. Holders will have such additional withdrawal and other rights as may be required pursuant to applicable law.
5.4 On the repurchase date, the Corporation shall (i) pay the repurchase price plus an amount equal to accrued and unpaid dividends as provided in Section 5.1, if any, to the holders entitled thereto and (ii) issue to such holders any equity securities of the Corporation (other than Common Stock) that would a...