Excess Pro Rata Portion means, with respect to each Other Stockholder and the Participant, a whole number equal to the product of (x) the number of Non-Elected Shares (as defined below) and (y) a fraction, the numerator of which shall be such Participant's Pro Rata Portion, and the denominator of which shall be the number of Elected Shares (as defined below), provided that any fraction of a share resulting from such calculation shall be disregarded for purposes of determining the Excess Pro Rata Portion. With respect to the Selling Stockholder, "Excess Pro Rata Portion" shall mean the excess, if any, of the number of Non- Elected Shares over the aggregate Excess Pro Rata Portions of the Other Stockholders (including the Participant.) (iv) "Elected Shares" shall mean the sum of (x) the aggregate Pro Rata Portions with respect to the shares of Common Stock of all of the Other Stockholders (including the Participant) that have elected to exercise in full their rights to sell their Pro Rata Portion of shares of Common Stock, and (y) the Selling Stockholder's Pro Rata Portion of shares of Common Stock. (v) "Non-Elected Shares" shall mean the excess, if any, of the total number of shares of Common Stock proposed to be sold to a Purchaser as set forth in a Selling Stockholder's Notice over the aggregate Pro Rata Portions with respect to shares of Common Stock of all of the Other Stockholders (including the Participant) that have elected to exercise their rights to sell their Pro Rata Portions of Shares of Common Stock. 9.
Excess Pro Rata Portion means the excess, if any, of the number of Non- Elected Shares over the aggregate Excess Pro Rata Portions of the Other Stockholders (including the Participant.) (iv) "Elected Shares" shall mean the sum of (x) the aggregate Pro Rata Portions with respect to the shares of Common Stock of all of the Other Stockholders (including the Participant) that have elected to exercise in full their rights to sell their Pro Rata Portion of shares of Common Stock, and (y) the Selling Stockholder's Pro Rata Portion of shares of Common Stock. (v) "Non-Elected Shares" shall mean the excess, if any, of the total number of shares of Common Stock proposed to be sold to a Purchaser as set forth in a Selling Stockholder's Notice over the aggregate Pro Rata Portions with respect to shares of Common Stock of all of the Other Stockholders (including the Participant) that have elected to exercise their rights to sell their Pro Rata Portions of Shares of Common Stock. 9.
Excess Pro Rata Portion means, with respect to shares of Common Stock held by the Stockholder or the Selling Stockholder, as the case may be, a number equal to the product of (x) the number of Non-Elected Shares (as defined below) and (y) a fraction, the numerator of which shall be such Stockholder's Pro Rata Portion with respect to such shares, and the denominator of which shall be the sum of (1) the aggregate Pro Rata Portions with respect to the shares of
Examples of Excess Pro Rata Portion in a sentence
Following such 15 day period, the Selling Stockholder and each Other Stockholder shall be permitted to sell to the Purchaser on the terms and conditions set forth in the Selling Stockholder's Notice the sum of (X) the Pro Rata Portion and (Y) the Excess Pro Rata Portion of its Shares.
Following such fifteen-day period, the Selling Stockholder and each Other Stockholder who has served notice on the Selling Stockholder shall be permitted to sell to the Purchaser on the terms and conditions set forth in the Selling Stockholder's Notice the sum of (X) the Pro Rata Portion and (Y) the Excess Pro Rata Portion of its Restricted Shares.
The maximum number of Shares that a Management Stockholder shall be entitled to include in such Tag-Along Sale pursuant to Section 5.1 (the "Tag-Along Allotment") shall be the sum of (i) the Pro Rata Portion and (ii) the Excess Pro Rata Portion of his Shares.
If the Company, within 15 days after giving such notice, receives a written request for registration of any Shares from the Stockholder, then the Company shall include in the same registration statement the number of Shares to be sold by the Stockholder as shall have been specified in her request, except that the Stockholder shall not be permitted to register more than the Pro Rata Portion plus the Excess Pro Rata Portion of her Shares.
More Definitions of Excess Pro Rata Portion
Excess Pro Rata Portion means, with respect to Notes held by an Other Noteholder, a number equal to the product of (x) the number of Non-Elected Notes and (y) a fraction, the numerator of which shall be such Noteholder's Pro Rata Portion with respect to the Notes, and the denominator of which shall be the sum of (1) the aggregate Pro Rata Portions with respect to the Notes of all of the Other Noteholders that have elected to exercise rights to sell their Pro Rata Portion of Notes (to the extent so elected), and (2) the Selling Noteholder's Pro Rata Portion of Notes (the aggregate amount of such denominator is hereinafter referred to as the "Elected Notes"). For purposes of Sections 3.4(a) through (c) of this Agreement, "Non-Elected Notes" shall mean the excess, if any, of the Proposed Notes Amount, less the amount of Elected Notes.
Excess Pro Rata Portion means, with respect to Common Shares held by an Other Qualified Shareholder, a number equal to the product of (x) the number of Non-Elected Common Shares and (y) a fraction, the numerator of which shall be such Qualified Shareholder's Pro Rata Portion with respect to the Common Shares, and the denominator of which shall be the sum of (1) the aggregate Pro Rata Portions with respect to the Common Shares of all of the Other Qualified Shareholder that have elected to exercise rights to sell their Pro Rata Portion of Common Shares (to the extent so elected), and (2) the Selling Qualified Shareholder's Pro Rata Portion of Common Shares (the aggregate amount of such denominator is hereinafter referred to as the "Elected Common Shares"). For purposes of Sections 3.4(d) through (f) of this Agreement, "Non-Elected Common Shares" shall mean the excess, if any, of the Proposed Share Amount, less the amount of Elected Common Shares.
Excess Pro Rata Portion means, with respect to Notes held by a Participating Noteholder, a number equal to the product of (x) the number of Non-Elected Notes and (y) a fraction, the numerator of which shall be such Participating Noteholder's Pro Rata Portion with respect to the Notes, and the denominator of which shall be the sum of the aggregate Pro Rata Portions with respect to the Notes of all of the Participating Noteholders that have elected to exercise in full their rights to sell their Pro Rata Portion of Notes (the aggregate amount of such denominator is hereinafter referred to as the "Elected Notes"). For purposes of this Section 3.5, "Non-Elected Notes" shall mean the excess, if any, of the total number of Notes proposed to be sold to a Proposed Sale Purchaser as set forth in a First Refusal Notice, less the amount of Elected Notes.
Excess Pro Rata Portion has the meaning set forth in Section 5.2.
Excess Pro Rata Portion means, with respect to Shares Beneficially Owned by a Management Stockholder or the Majority Stockholder, as the case may be, a number equal to the product of (x) the number of Non-Elected Shares and (y) a fraction, the numerator of which shall be such Management Stockholder's Pro Rata Portion with respect to such Shares, and the denominator of which shall be the sum of (1) the aggregate Pro Rata Portions with respect to the shares of Common Stock of all of the Management Stockholders that have elected to exercise in full their rights to sell their Pro Rata Portion of Shares, and (2) the Majority Stockholder's Pro Rata Portion of Shares (the aggregate amount of such denominator is hereinafter referred to as the "Elected Shares"). For purposes of this Article V, "Non-Elected Shares" shall mean the excess, if any, of the total number of Shares proposed to be acquired by a Transferee as set forth in the Tag-Along Sale Notice, less the amount of Elected Shares. Notwithstanding the foregoing, if the consummation of the sale by the Majority Stockholder to which the Tag-Along Sale relates would result in the proportion of issued and outstanding Shares Beneficially Owned by the Majority Stockholder equaling less than 50% of the proportion of issued and outstanding Shares Beneficially Owned by the Majority Stockholder immediately following the Effective Time (before application of the provisions of this Section 5.2), each Management Stockholder's Tag-Along Allotment with respect to such Tag-Along Sale shall be deemed to be equal to 100% of the number of Shares Beneficially Owned by such Management Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date.
Excess Pro Rata Portion means, with respect to Common Shares or Preferred Shares, as the case may be, held by a Stockholder, a number equal to the product of (x) the number of Non-Elected Shares (as defined below) and (y) a fraction, the numerator of which shall be such Stockholder's Pro Rata Portion with respect to such shares, and the denominator of which shall be the sum of (1) the aggregate Pro Rata Portions with respect to the Common Shares (when calculating "Excess Pro Rata Portion" with respect to the Common Shares of a Stockholder) or the Preferred Shares (when calculating "Excess Pro Rata Portion" with respect to the Preferred Shares of a Stockholder), as the case may be, of all of the Other Stockholders that have elected to exercise in full their rights to sell their Pro Rata Portion of Common Shares or Preferred Shares, as the case may be, and (2) the Selling TPG Stockholder's Pro Rata Portion of Common Shares (when calculating "Excess Pro Rata Portion" with respect to the Common Shares of a Stockholder) or the Preferred Shares (when calculating "Excess Pro Rata Portion" with respect to the Preferred Shares of a Stockholder) (the aggregate amount of such denominator is hereinafter referred to as the "Elected Shares"). For purposes of this Agreement, "Non-Elected Shares" shall mean the excess, if any, of the total number of Common Shares (when calculating "Excess Pro Rata Portion" with respect to the Common Shares of a Stockholder) or the Preferred Shares (when calculating "Excess Pro Rata Portion" with respect to the Preferred Shares of a Stockholder), as the case may be, proposed to be sold to a purchaser as set forth in a Transfer Notice or initially proposed to be registered by the Selling TPG Stockholder, as the case may be, less the amount of Elected Shares.
Excess Pro Rata Portion means the number of Acquired Shares determined by multiplying (i) the total number of Acquired Shares owned by such Optionholder by (ii) a fraction, the numerator of which is the additional number of shares of Common Stock of the Company the Tag-Along Transferee is willing to purchase and the denominator of which is the total number of outstanding shares of Common Stock of the Company owned by the proposed transferors (including such Optionholder). Not later than 3 days prior to the date scheduled for such sale, the Company shall provide notice (the "Pro Rata Notice") to the Optionholders of the "pro rata portion" and "excess pro rata portion" of Acquired Shares to be sold by each such Optionholder in such sale. For purposes of this Section 5, the "Acquired Shares" shall include all shares purchased by an Optionholder before the date of the Pro Rata Notice.