Co-Sale Pro Rata Portion definition

Co-Sale Pro Rata Portion has the meaning assigned to such term in Section 5.04(i).

Co-Sale Pro Rata Portion shall have the meaning ascribed to it in Section 4.4(a).

Co-Sale Pro Rata Portion means with respect to each Transfer of Shares by a Co-Sale Participant pursuant to its Co-Sale Right, a number of Shares equal to the product of (a) the total number of Shares proposed to be Transferred by the Selling Stockholder and subject to such Co-Sale Right multiplied by (b) a fraction, the numerator of which is equal to the sum of the number of Shares then held by such Co-Sale Participant on the date of the Co-Sale Notice and the denominator of which is the sum of the total number of Shares then held by all Co-Sale Participants and the Selling Stockholder on the date of the Co-Sale Notice.

Examples of Co-Sale Pro Rata Portion in a sentence

• The Co-Sale Notice shall set forth the number of the shares (“Co-Sale Shares”) (on both an absolute and as-converted to Ordinary Shares basis) that such participating Preferred Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Preferred Holder.

• The Co-Sale Notice shall set forth the number of Ordinary Shares (on both an absolute and as-converted to Ordinary Shares basis) that such participating Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder.

• The Co-Sale Notice shall set forth the number of Ordinary Shares or Preferred Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder.

• The Co-Sale Notice shall set forth the number of Shares (on both an absolute and as-converted to Ordinary Shares basis) that such Participating Preferred Shareholder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Preferred Shareholder.

More Definitions of Co-Sale Pro Rata Portion

Co-Sale Pro Rata Portion of a Co-Sale Right Holder means the product obtained by multiplying (x) the aggregate number of the Offered Shares subject to the co-sale right under Section 4.3 by (y) a fraction, the numerator of which is the number of Ordinary Share Equivalents (on an as-converted basis) owned by such Co-Sale Right Holder at the time of the sale or transfer and the denominator of which is the total combined number of Ordinary Share Equivalents (on an as-converted basis) at the time owned by all Co-Sale Right Holders and the Selling Shareholder. EXHIBIT A

Co-Sale Pro Rata Portion has the meaning given to it in Article 74(a).

Co-Sale Pro Rata Portion means the ratio that (x) the sum of the number of shares of Common Stock then held by an Investor, bears to (y) the sum of the total number of shares of Common Stock then held by all Investors and the Common Holder proposing to transfer Shares. For purposes of determining an Investor’s Co-Sale Pro Rata Portion hereunder, such Investor shall be deemed to hold, in addition to the actual shares of Common Stock then held by such Investor, a number of shares of Common Stock equal to the number of shares of Common Stock issued or issuable upon conversion of other outstanding Company securities, the conversion of which may be made with or without payment of consideration.

Co-Sale Pro Rata Portion means the product obtained by multiplying (x) the aggregate number of the Offered Shares subject to the co-sale right under Article 16 by (y) a fraction, the numerator of which is the number of Ordinary Share Equivalents (on a fully-diluted and as-converted basis) owned by such Co-Sale Right Holder at the time of the sale or transfer and the denominator of which is the total combined number of Ordinary Share Equivalents (on a fully-diluted and as-converted basis) at the time owned by all Co-Sale Right Holders and the Selling Shareholder;

Co-Sale Pro Rata Portion means, with respect to any Investor or Series E Preferred Stockholder, a fraction (A) the numerator of which is the sum of the number of shares of Common Stock held by such Investor, plus all Common Stock acquirable pursuant to Common Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement

Co-Sale Pro Rata Portion means, with respect to the number of Units (other than Class B Preferred Units) to be sold by each Member pursuant to Section 9.04, the number of Units (other than Class B Preferred Units) equal to the product of (x) the total number of Units the Co-Sale Offeror proposes to purchase and (y) the quotient obtained by dividing (i) the number of Units (other than Class B Preferred Units) held by such Member as of such date, divided by (ii) the aggregate number of Units (other than Class B Preferred Units) held by all Members (including the Co-Sale Offeree) as of such date.

Co-Sale Pro Rata Portion means, with respect to any Investor or Series E Preferred Stockholder, a fraction (A) the numerator of which is the sum of the number of shares of Common Stock held by such Investor, plus all Common Stock acquirable pursuant to Common Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement Stock Equivalents held by such Investor, and (B) the denominator of which is the sum of the aggregate number of shares of Common Stock, plus Common Stock acquirable pursuant to Common Stock Equivalents held by (i) all Investors (or by all Series E Preferred Stockholders in the case of Section 2.4.1(b)) and (ii) the Offering Stockholder (as defined in Section 2.4).