Drag-Along Pro Rata Portion definition

Drag-Along Pro Rata Portion is defined in Section 6.4.4(a).
Sample 1
Drag-Along Pro Rata Portion means, with respect, to each Drag-Along Seller at the time of the Drag-Along Sale, a number equal to the product of (x) the total number of Units then owned by such Drag-Along Seller and (y) a fraction, the numerator of which shall be the total number of Units proposed to be sold by the Initiating Sellers, and the denominator of which shall be the total number of Units owned by the Initiating Sellers. Within ten days following the date of the Drag-Along Notice, each of the Drag-Along Sellers shall deliver to a representative of the Initiating Sellers designated in the Drag-Along Notice certificates representing the Units held by such Drag-Along Seller, duly endorsed, together with all other documents required to be executed in connection with such Drag-Along Sale. In the event that a Drag-Along Seller should fail to deliver such certificates to the Initiating Sellers, the Company shall cause the books and records of the Company to show that such Units are bound by the provisions of this Section 6.4.4 and that such Units shall be-transferred to the Third Party immediately upon surrender for transfer by the Drag-Along Seller of such Units.
Sample 1
Drag-Along Pro Rata Portion means the product of (a) the number of Drag-Along Shares sought to be acquired by a prospective purchaser multiplied by (b) a fraction, the numerator of which is the number of Drag-Along Shares then held by an Investor (on an as-if-converted-to-Common-Stock basis), and the denominator of which is the number of Drag-Along Shares then held by all of the Company’s stockholders (on an as-if-converted-to-Common-Stock basis).
Sample 1

Examples of Drag-Along Pro Rata Portion in a sentence

  • Each Drag-Along Seller shall be required, as set forth below, to tender such number of Units as constitutes its Drag-Along Pro Rata Portion.

Related to Drag-Along Pro Rata Portion

  • Pro Rata Portion means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.12 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.12.

  • Tag-Along Portion means, with respect to you and your Permitted Transferees, the number of shares of Common Stock beneficially owned by you and your Permitted Transferees on the date of the Tag-Along Notice multiplied by a fraction, the numerator of which is the maximum number of shares of Common Stock which can be sold in the Tag-Along Sale and the denominator of which is the aggregate number of shares of Common Stock beneficially owned by the Participants, collectively.

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).

  • Drag-Along Right has the meaning set forth in Section 8.6(a).

  • Tag-Along Shares has the meaning ascribed to such term in Section 4.4(a).

  • Tag-Along Right is defined in Section 4.7(c).

  • Drag-Along Notice has the meaning set forth in Section 4.05(a).

  • Tag-Along Sale has the meaning set forth in Section 3.04(a).

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Tag-Along Rights has the meaning set forth in Section 5.2.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • 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).

  • Holder Pro Rata Amount means a fraction (i) the numerator of which is the original Principal amount of this Note on the Closing Date and (ii) the denominator of which is the aggregate original principal amount of all Notes issued to the initial purchasers pursuant to the Securities Purchase Agreement on the Closing Date.

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Proportionate Percentage means, with respect to any Stockholder as of any date, the result (expressed as a percentage) obtained by dividing (i) the number of shares of Common Stock owned by such Stockholder as of such date by (ii) the total number of shares of Common Stock outstanding as of such date.

  • Pro Rata and Pari Passu Basis means with respect to the Notes and the Note Holders, the allocation of any particular payment, collection, cost, expense, liability or other amount between such Notes or such Note Holders, as the case may be, without any priority of any such Note or any such Note Holder over another such Note or Note Holder, as the case may be, and in any event such that each Note or Note Holder, as the case may be, is allocated its respective Percentage Interest of such particular payment, collection, cost, expense, liability or other amount.

  • Allocable Portion for purposes of this Plan, means (1) if there is one Distributor, all Earned Distribution and Earned Servicing Fees; or (2) if there are two or more Distributors, the portion of the Earned Distribution Fee and Earned Servicing Fee allocated to a Distributor in accordance with any allocation procedures to which each Distributor shall agree and which accurately allocates the Earned Distribution and Earned Servicing Fees among all Distributors in proportion to the outstanding New Class X Shares attributable to their respective efforts.

  • 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.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

  • Tag-Along Notice has the meaning set forth in Section 3.04(c).

  • Remaining Shares shall have the meaning set forth in Section 2.03(a).

  • Optional Purchase Percentage means 5%.

  • Proportional Share means the annual revenue of a health care institution received in the form of medical assistance reim- bursement or public employee insurance from the state, divided by the total annual revenue of the health care institution.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.