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.
Pro Rata Share. A Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Rights is the ratio of (a) the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such Rights Holder, to (b) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Pro Rata Share. For purposes of the foregoing, the shareholder’s pro rata share equals the amount that would have been distributed with respect to the shareholder’s stock if, on each day during the taxable year of the Company, the Company had distributed to each shareholder its pro rata share of that day’s ratable share (determined by allocating to each day of the year, an equal amount of the Company’s aggregate ordinary earnings and aggregate net capital gain for such year) of the Company’s ordinary earnings and net capital gain for such year. Determination of a shareholder’s pro rata share will require reference to the Company’s charter, certificate of incorporation, articles of association or other comparable governing document.
Pro Rata Share. The obligations of each Mezzanine Lender hereunder and under any of the other Mezzanine Loan Documents are several (but not joint). Subject to the terms hereof, each Mezzanine Lender shall be obligated to fund on a pari passu basis only its respective Pro Rata Share of the Loan. Each Mezzanine Lender hereby agrees that if either of them shall, whether by voluntary payment (other than a voluntary prepayment of the Loan made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Mezzanine Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or other applicable insolvency law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Mezzanine Lender hereunder or under the other Mezzanine Loan Documents which is greater than its Pro Rata Share, then such Mezzanine Lender receiving such proportionately greater payment shall (i) notify the other Mezzanine Lender of the receipt of such payment, and (ii) appropriate payments or other adjustments shall be made by each Mezzanine Lender to ensure each Mezzanine Lender receives its respective Pro Rata Share of such aggregate amount due.
Pro Rata Share. For purposes of this Section 2, the Pro Rata Share of a Stockholder shall be a fraction, (i) the numerator of which shall be the total number of shares of Common Stock then held by the Stockholder and (ii) the denominator of which shall be the total number of shares of Common Stock then issued and outstanding.
Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is equal to the product obtained by multiplying (x) the aggregate number of the New Securities to be issued by the Company by (y) a fraction, the numerator of which is the number of Ordinary Shares of the Company (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder and the denominator of which is the total number of Ordinary Shares held by all Participation Rights Holders who have elected to exercise the Right of Participation (calculated on a fully-diluted and as-converted basis) immediately prior to the issuance of New Securities giving rise to the Right of Participation. For the purpose of this Agreement, “fully-diluted” means, with respect to the capitalization of the Company, all warrants, options and convertible securities of the Company are taken into account and assumed to be exercised.
Pro Rata Share. A Rights Holder’s “Pro Rata Share” for purposes of the Preemptive Rights is, on an as-converted basis and as if the CVC Warrant, and the Series C Warrant had been fully exercised, the ratio of (a) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis and assuming full conversion and exercise of all warrants, options and other outstanding convertible and exercisable securities and Class B Ordinary Shares held by Sequoia IV or Trustbridge or Main Access if applicable) held by such Rights Holder in the aggregate, to (b) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis and assuming full conversion and exercise of all warrants, options and other outstanding convertible and exercisable securities and the Class B Ordinary Shares) as for Preferred Shares Investors then outstanding immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.
Pro Rata Share. 3 Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Pro Rata Share. The District shall collect and Charter School shall pay a Pro Rata Share for facilities costs as provided in the Charter Schools Act of 1992 and its regulations. The parties may agree to an alternative arrangement regarding facilities costs in the use agreement; and
Pro Rata Share. Pro Rata Share" means, with respect to each Participation Rights Holder, the ratio of the following numbers calculated immediately prior to the issuance of the New Securities giving rise to the Right of Participation: (A) the Participant Share Number (as defined below) for such Participation Rights Holder, to (B) the difference between (1) the sum of (a) the total number of shares of Common Stock, Series A Preferred Stock and other voting capital stock of the Company then outstanding, plus (b) the number of shares of voting capital stock issuable upon the exercise, conversion or exchange of any other security of the Company then outstanding and (2) the number of Dilutive Securities issued since the last Notice Date (as defined below in Section 7(f)(vii), excluding any Maintenance Securities issued pursuant to the last Maintenance Notice.